Case 17-11375-BLS Doc 2409 Filed 03/14/18 Page 1 of 3

UNITED

STATES

BANKRUPTCY

COURT

DISTRICT

OF

DELAWARE

•x

In

re

Chapter

11

TK

HOLDINGS

INC.,

et

al,

Case

No.

17-11375

(BLS)

i

Debtors.

(Jointly

Administered)

Re:

Docket

No.

2070

•x

ORDER

PURS

ANT

TO

11

U.S.C.

§

105

AND

FED.

R.

BANKR.

P.

9019

AUTHORIZING

AND

APPROVING

THE

SETTLEMENT BETWEEN

THE

DEBTORS

AND

ATTORNEYS

GENERAL

MULTISTATS

WORKING

GROUP

Upon

the

motion,

dated

February

14,

2018

(the

"Motion"),

2

of

TK

Holdings

Inc.

and

its

affiliated

debtors,

as

debtors

and

debtors

in

possession

(collectively,

the

"Debtors"),

pursuant

to

section 105

of

title

11

of

the

United

States

Code

(the "Bankruptcy

Code")

and

Rule

9019

of

the

Federal

Rules

of

Bankruptcy

Procedure

(the

"Bankruptcy

Rules"),

for

approval

of

the

Settlement

Agreement,

attached

hereto

as

Schedule

1.

between

the

Debtors

and

the

States,

as

more

folly

set

forth in

the

Motion;

and

this

Court

having

jurisdiction

to

consider

the

Motion

and

the

relief

requested

therein

pursuant

to

28

U.S.C.

§§

157

and

1334,

and

the

Amended

Standing

Order

of

Reference

from

the

United

States

District

Court

for

the

District

of

Delaware

dated

February

29,

2012;

and

consideration

of

the

Motion

and

the

requested

relief

being

a

core

proceeding pursuant

to

28

U.S.C.

§

157(b);

and

venue

being

proper

before

this

Court pursuant

to

The

Debtors

in

these

chapter

11

cases,

along

with

the

last four digits

of

each

Debtor's

federal

tax

identification

number,

as

applicable,

are:

Takata

Americas

(9766);

TK

Finance,

LLC

(2753);

TK

China, LLC

(1312);

TK

Holdings

Inc.

(3416);

Takata

Protection

Systems

Inc.

(3881);

Interiors

in

Flight

Inc.

(4046);

TK

Mexico

Inc.

(8331);

TK

Mexico

LLC

(9029);

TK

Holdings

de

Mexico,

S.

de

R.L.

de

C.V.

(N/A);

Industrias

Irvin

de

Mexico,

S.A.

de

C.V.

(N/A); Takata

de

Mexico,

S.A.

de

C.V.

(N/A);

and

Strosshe-Mex,

S.

de

R.L.

de

C.V. (N/A).

Except

as

otherwise

set

forth

herein,

the

Debtors'

international

affiliates

and

subsidiaries

are

not

debtors

in

these

chapter

11

cases.

The

location

of

the

Debtors'

corporate

headquarters

is

2500

Takata

Drive,

Auburn

Hills,

Michigan 48326.

2

Capitalized

terms

used

but

not

otherwise

defined

herein

shall

have

the

meaning

ascribed

to

such

term

in

the

Motion

or

the

Settlement

Agreement,

as

applicable.

Case 17-11375-BLS Doc 2409 Filed 03/14/18 Page 1 of 3

28

U.S.C.

§§

1408

and

1409;

and

due

and

proper notice

of

the

Motion

having

been

provided

to

the

parties

listed

therein,

and

it

appearing

that

no

other

or

further

notice

need

be

provided;

and

this

Court

having reviewed

the

Motion;

and

this

Court

having

held

a

hearing

on

the

Motion;

and

this

Court

having

determined

that

the

legal

and

factual

bases

set

forth

in

the

Motion

establish

just

cause

for

the

relief

granted

herein;

and

it

appearing

that

the

relief

requested

in

the

Motion

is

in

the

best

interests

of

the

Debtors,

their

estates,

creditors,

and

all

parties

in

interests;

and

upon

all

of

the

proceedings

had

before

the

Court

and

after

due

deliberation

and

sufficient

cause

appearing

therefor,

IT

IS

HEREBY

ORDERED

THAT:

The

Motion is

granted

as

set

forth

herein.

All

references

in

the

Settlement

Agreement

to

the

Fourth

Amended

Joint

2.

Chapter

11

Plan

of

Reorganization

ofTK

Holdings

Inc.

and

its

Affiliated

Debtors

are

hereby

amended

and

revised

to

refer

to

the

Fifth Amended

Joint

Chapter

11

Plan

of

Reorganization

of

TK Holdings

Inc.

and

its

Affiliated

Debtors

[Docket

No.

2116]

(as

may

thereafter

be

amended,

modified,

or

supplemented

from

time

to

time,

the

"Plan").

3.

Pursuant

to

section

105(a)

of

the

Bankruptcy

and

Code

and

Bankruptcy

Rule

9019,

the

Settlement

Agreement

is

approved

as

set

forth

herein,

and

the

Debtors

are

authorized

to

enter

into

the

Settlement

Agreement

and

perform

their

obligations

thereunder.

4.

The

Debtors

are

authorized

to

take

all

steps

necessary

or

appropriate

to

carry

out

this

Order.

2

Case 17-11375-BLS Doc 2409 Filed 03/14/18 Page 2 of 3

5.

This

Court

shall

retain

jurisdiction

to

hear

and

determine

all

matters

arising

from

or

the

implementation,

interpretation,

or

enforcement

of

this

Order.

I

^

Dated:

,

2018

Wilmington,

Delaware

THR

HONORABLE

BR^HDAN

L.

SHANNON

CHIEF

UNITED

STATES

BANKRUPTCY

JUDGE

3

Case 17-11375-BLS Doc 2409 Filed 03/14/18 Page 3 of 3

Schedule

1

Settlement Agreement

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 1 of 75

UNITED

STATES

BANKRUPTCY

COURT

DISTRICT

OF

DELAWARE

In

re

Chapter

11

TK

HOLDINGS

INC.,

et

al.

Case

No.

17-11375

(BLS)

Jointly

Administered

Debtors.

1

CONSENT

DECREE

AND

SETTLEMENT

AGREEMENT

This

Consent

Decree

and

Settlement

Agreement

(the

"Settlement

Agreement")

is

made

and

entered

into

as

of

the

14th

day

of

February

2018

(the

"Signing

Date"),

by

and

among

TK

HOLDINGS

INC.

("TKH")

and

the

Attorneys

General

of

the

States,

Commonwealths,

Districts,

or

Territories

of

ALABAMA, ALASKA,

ARIZONA,

ARKANSAS,

CALIFORNIA,

CONNECTICUT,

DELAWARE,

DISTRICT

OF

COLUMBIA,

FLORIDA,

GEORGIA,

IDAHO,

ILLINOIS,

INDIANA,

IOWA,

KANSAS,

KENTUCKY,

LOUISIANA,

MAINE,

MARYLAND,

2

MASSACHUSETTS,

MICHIGAN,

MINNESOTA,

MISSISSIPPI,

MISSOURI,

MONTANA,

NEBRASKA,

NEVADA,

NEW

HAMPSHIRE,

NEW

JERSEY,

NEW

YORK,

NORTH

CAROLINA,

NORTH

DAKOTA,

OHIO,

OKLAHOMA,

OREGON,

PENNSYLVANIA,

RHODE

ISLAND,

SOUTH

CAROLINA,

SOUTH

DAKOTA,

TENNESSEE,

TEXAS,

UTAH,

VIRGINIA,

WASHINGTON,

and

WISCONSIN

(each

The

Debtors

in

these

chapter

11

cases,

along

with

the

last

four digits

of

each

Debtor's

federal

tax

identification

number,

as

applicable,

are:

Takata

Americas

(9766);

TK

Finance,

LLC

(2753);

TK

China,

LLC

(1312);

TK

Holdings

Inc.

(3416);

Takata

Protection

Systems

Inc.

(3881);

Interiors

in

Flight

Inc.

(4046);

TK

Mexico

Inc.

(8331);

TK

Mexico

LLC

(9029);

TK

Holdings

de

Mexico,

S.

de

R.L.

de

C.V.

(N/A);

Industrias

Irvin

de

Mexico,

S.A.

de

C.V.

(N/A);

Takata

de

Mexico,

S.A.

de

C.V.

(N/A);

and

Strosshe-Mex

S.

de

R.L.

de

C.V.

(N/A).

Except

as

otherwise

set

forth

herein,

the

Debtors'

international

affiliates

and

subsidiaries

are

not

debtors

in

these

chapter

11

cases.

The

location

of

the

Debtors'

corporate

headquarters is

2500

Takata

Drive,

Auburn

Hills,

Michigan

48326.

2

For

purposes

of

this

Consent

Decree

and

Settlement

Agreement,

any

references

to

Maryland

shall

be

read

to

refer

to

the

Consumer

Protection

Division,

Office

of

the

Attorney

General

of

Maryland.

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 2 of 75

a

'*State"

and

collectively,

the"States"

and,

together

with

TKH,

each

a"Party"

and

collectively,

the

"Parties").

All

capitalized

terms

not

otherwise

defined herein

shall

have

the

meaning

ascribed

to

such

terms

in

the

Fourth

Amended

Joint

Chapter

11

Plan

of

Reorganization

of

TK

Holdings

Inc.

and

its

Affiliated

Debtors,

filed

February

14,

2018

[Docket

No.

2056]

(together

with

all

schedules

and

exhibits

thereto,

and

as

may

be

modified,

amended

or

supplemented

from

time

to

time,

the

"Plan");

provided,

however,

that

any

modifications

to

such

defined

terms

after

the

Signing

Date

shall

only

modify

the

terms

set

forth

herein

as

agreed

to

by

the

Parties.

RECITALS

WHEREAS,

on

June

25,

2017

(the"Petition

Date"),

TKH

and

its

affiliated

debtors

in

the

above-captioned

chapter

11

cases

(the

"Chapter

11

Cases"),

as

debtors

and

debtors

in

possession

(collectively,

the

"Debtors"),

each

commenced

with

this

Court

(the

"Bankruptcy

Court")

a

voluntary

case

under

chapter

11

of

title

11

of

the

United

States

Code

(the "Bankruptcy

Code")-,

WHEREAS,

the

Debtors

continue

to

operate

their

businesses

and manage

2.

their

properties

as

debtors

in

possession

pursuant

to

sections

1107(a)

and

1108

of

the

Bankruptcy

Code;

WHEREAS,

the

Debtors'

Chapter

11

Cases

have

been

jointly

administered

for

procedural

purposes only

pursuant

to

Rule

1015(b)

of

the

Federal

Rules

of

Bankruptcy

Procedure

{the

"Bankruptcy

Rules")

and

Rule

1015-1

of

the

Local

Rules

of

Bankruptcy

Practice

and

Procedure

of

the

United

States

Bankruptcy

Court

for

the

District

of

Delaware

(the

"Local

Rules");

WHEREAS, on

the

Petition

Date,

in

coordination

with

the

4

commencement

of

the

Chapter

11

Cases,

Takata

Corporation,

the

Debtors'

ultimate

corporate

2

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 3 of 75

parent

("TKJP'

and,

together

with

its direct

and

indirect

global

subsidiaries,

including

TKH,

"Takata"),

together

with

Takata

Kyushu

Corporation

and

Takata

Service

Corporation

(collectively,

the

"Japan

Debtors"),

commenced

civil

rehabilitation

proceedings

under

the

Civil

Rehabilitation Act

of

Japan

(the

"Japan

Proceedings")

in

the

20th

Department

of

the

Civil

Division

of

the

Tokyo

District

Court

(the

"Tokyo

District

Court");

WHEREAS,

on

August

9,

2017,

the

Japan

Debtors

filed

petitions

with

the

Bankruptcy

Court

seeking

recognition

of

the

Japan

Proceedings,

and

on

November

14,

2017,

the

Bankruptcy

Court

granted

the

Japan

Debtors'

petitions

and

entered

an

order

recognizing

the

Japan

Proceedings;

6.

WHEREAS,

the

Debtors

assert

that

the

Debtors

in

the

Chapter

11

Cases

and

the

Japan

Debtors

are

legally

distinct

and

separate

from

each

other

and

represent

only

the

interests

of,

and

are

only

responsible

for

actions

and

liabilities

of,

their

respective

estates;

WHEREAS,

in

April

2015,

an

Attorneys

General

Multistate

Working

Group

("MSWG")

was

formed

to

investigate,

among

other

things,

the

business

practices

of

TKH;

WHEREAS,

each State

is

a

member

of

the

MSWG;

8.

WHEREAS,

the

MSWG

investigation

was

prompted

by

reports

of

airbag

9

ruptures

which

resulted

in

fragments

of

the

airbag

inflator

piercing

the

airbag

and

injuring

and

killing

Motor

Vehicle

drivers

and

passengers;

10.

WHEREAS,

these

ruptures

have

prompted

the

National

Highway

Traffic

Safety

Administration

("NHTSA")

and

certain

original

equipment

manufacturers

of

Motor

Vehicles

("OEMs")

to

initiate

extensive

Recalls

of

Motor

Vehicles

equipped

with

Takata

airbag

inflators

containing

phase-stabilized ammonium

nitrate

("PSAN

Inflators")

in

the

United

States

and

abroad;

3

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 4 of 75

11.

WHEREAS,

as

of

June

2017,

over

sixty

million

(60,000,000)

non-

desiccated

PSAN

Inflators

in

the

United

States

and

more

than

sixty

four

million

(64,000,000)

non-desiccated

PSAN

Inflators

outside

of

the

United

States

have

been

recalled

or

will

be

subject

to

Recalls

based

on

announced

schedules;

12.

WHEREAS,

on

July

11,

2017,

TKH

filed

with

NHTSA

a

Defect

Information

Report

and

initiated

the

recall

of

approximately

three

million

(3,000,000)

PSAN

Inflators

in

the

United

States

that

were

desiccated

with the

propellant

formulation

codenamed

"2004",

which

utilizes

calcium

sulfate

as

a

desiccant;

13.

WHEREAS,

the

Recalls

of

Motor

Vehicles

containing

PSAN

Inflators

have

affected

tens

of

millions

of

Consumers

in

the

United

States, including

Consumers

located

within

the

jurisdiction

of

the

States;

14.

WHEREAS,

NHTSA

issued

Consent

Orders

dated

May

18,

2015

and

November

3,

2015

and

the

Amendment,

dated

May

4,

2016,

to

the

November

3,

2015 Consent

Order

in

the

NHTSA

proceeding

captioned

In

re

EA

15-001

Air Bag

Inflator

Rupture (as

each

may

be

further

amended,

modified,

or

supplemented,

collectively

the

"NHTSA

Consent

Order")

requiring

TKH

to

implement

a

series

of

actions,

including

the

hiring

of

an

independent

monitor,

the

phasing

out

of

the

manufacture

and

sale

of

non-desiccated

PSAN

Inflators

by

the

end

of

2018,

the

testing

of desiccated

PSAN

Inflators

to

determine

whether such

inflators

are

defective

and

to

determine

the

service

life

and

safety

of

such

inflators,

the

submission

to

NHTSA

of

a

detailed

written report

regarding

the

history

of

the

rupturing

PSAN

Inflators,

the

termination

of

certain

employees,

the

appointment

of

a

Chief

Safety

and

Accountability

Officer

who

oversees

compliance

by

Takata

and

its

employees

with

the

process

improvements,

the

implementation

of

written

procedures

and

training

programs established

by

the

independent

monitor,

improvements

4

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 5 of 75

to

Takata's

internal

whistleblower

reporting

system,

the

payment

of

a

Seventy

Million

Dollar

($70,000,000)

non-contingent

civil

penalty

over

a

five

(5)

year

period,

and

the

potential

payment

of

a

One

Hundred

Thirty

Million

Dollar

($130,000,000)

contingent

civil

penalty;

15.

WHEREAS, on

December

23,

2015,

NHTSA

appointed

John

Buretta,

a

partner

at

the

law

firm

Cravath,

Swaine

&

Moore

LLP

("Cravath"),

as

the

independent

monitor

(the

"NHTSA

Monitor")

tasked

with

reviewing

and

assessing

TKH's

compliance

with

its

obligations

under

the

NHTSA

Consent

Order

and

with

overseeing,

monitoring,

and

assessing

TKH's

compliance

with

its

obligations

under

that

certain

Coordinated

Remedy

Order

promulgated

by

NHTSA

on

November

3,

2015

(as

amended December

9,

2016,

and

as

may

be

further

amended,

modified,

or

supplemented,

the

"Coordinated

Remedy

Order"),

which

order

established

a

schedule,

based

on

the

relative

risk

of

inflator

rupture,

by

which

OEMs must

implement

and

execute

Recalls

(including

by

acquiring

a

sufficient

supply

of

remedy

parts);

WHEREAS,

on

January

13,

2017,

TKJP,

the

Department

of

Justice,

16.

Criminal

Division,

Fraud

Section

(the

"DOT'),

and

the U.S.

Attorney's

Office

for

the

Eastern

District

of

Michigan

announced

and

submitted

to

the

District

Court

for

the

Eastern

District

of

Michigan

a

plea

agreement

pursuant

to

Rule

11(c)(1)(C)

of

the

Federal

Rules

of

Criminal

Procedure

(the

"Plea

Agreement")

whereby

TKJP

pleaded

guilty

to

wire

fraud

in

violation

of

18

U.S.C.

§

1343

and

agreed

to

pay

a

criminal

fine

of

Twenty-Five

Million

Dollars

($25,000,000),

which

fine

the

Debtors

represent

was

paid

on

March

29,

2017;

WHEREAS,

pursuant

to

the

Plea

Agreement

and

a

restitution

order

17.

promulgated thereunder

(the

"Restitution

Order"

and,

collectively

with the Plea

Agreement,

the

"DOT

Order"),

TKJP

committed

to

make,

either

directly

or

through

its

affiliates

and

subsidiaries,

the

following

payments

(the

"Restitution

Payments"):

(a)

Eight

Hundred

Fifty

5

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 6 of 75

Million

Dollars

($850,000,000)

payable

to

automobile

manufacturers within

five

(5)

days

after

the

closing

of

a

sale

of

Takata,

which

sale

must

occur

by

no later

than

February

27,

2018,

and

(b)

One

Hundred

Twenty

Five

Million

Dollars

($125,000,000)

payable

to

the

DOJ

on

or

around

March

29,

2017

to

recompense

individuals

who

suffered

(or

will

suffer)

personal

injury

caused

by

the

rupture

of

a

PSAN

Inflator;

18.

WHEREAS,

the

Debtors

represent

that

Takata timely

made

the

Restitution

Payment

set

forth

in

clause

(b)

above,

but,

if

the

remaining

Restitution

Payment

is

not

satisfied

in

full

by

March

4, 2018, the

DOJ retains

the

right

to

withdraw

the Plea

Agreement

and

to

pursue

criminal charges

and

penalties

above

and

beyond

those

set

forth

in

the Plea

Agreement

and

to

bring

such

charges

and

penalties against

all

Takata

entities,

including, inter

alia,

TKH;

19.

WHEREAS, on

November

16,

2017,

the

Debtors

entered

into an

agreement

with

Joyson

KSS

Auto

Safety

S.A.

{"KSS"

and,

collectively

with

one

or

more

of

its

current

or

future

subsidiaries

or

affiliates,

the

"Plan

Sponsor")

whereby,

subject

to

certain

conditions,

KSS

will

purchase

substantially

all

of

Takata's

worldwide

assets

(excluding

PSAN

Inflator-related

assets),

free

and

clear

of

all

Claims,

Interests,

Liens,

other

encumbrances,

and

liabilities

of

any

kind

or

nature

whatsoever,

including

rights

or

claims

based

on

any

successor

or

transferee

liabilities,

for

an

aggregate

purchase

price

of

One

Billion

Five

Hundred

Eighty-Eight

Million

Dollars

($1,588

Billion)

(the

"Global

Transaction");

20.

WHEREAS,

and

as

described

in

the

Disclosure

Statement

for

the

Third

Amended

Joint

Chapter

11

Plan

of

Reorganization

of

TK

Holdings

Inc.

and

its

Affiliated

Debtors,

dated

January

5,

2018

[Docket

No.

1640],

with

respect

to

the

Debtors,

the

Global

Transaction

will

be

implemented

pursuant

to

the

Plan,

that

certain

U.S.

Acquisition Agreement,

6

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 7 of 75

filed

on

Novembers,

2017

[Docket

No.

1110]

(together

with

all

schedules,

exhibits, or

attachments

thereto,

and

as

may

be

modified,

amended

or

supplemented

from

time

to

time,

the

"U.S.

Acquisition

Agreement"),

and

certain

other

documents

described

therein

and

in

the

Plan

Supplement;

21.

WHEREAS,

on

October

4,

2017

the

Court

entered

an

order

[Docket

No.

959]

(the

"Bar

Date

Order")

which

authorized

the

Debtors

to

provide

notice

of

the

deadlines

and

procedures

associated

with

filing

Claims

against

the

Debtors

to

all

creditors

as

well

as

approximately

eighty-three

million

(83

million)

individuals

who

own,

or

may

have

owned.

vehicles

equipped

with

PSAN

Inflators

or

component

parts

manufactured

or

sold

by

the

Debtors

(each

such

individual

a

"Potential

PSAN

Inflator

Claimant

or

a

"PPIC

and,

collectively,

the

"PPICs"),

22.

WHEREAS,

pursuant

to

the

Bar

Date

Order,

the

Bankruptcy

Court

established

(a)

November

27,

2017

as

the

deadline

for

creditors

other

than

Governmental

Units

(as

defined

in

section

101(27)

of

the

Bankruptcy

Code)

and

PPICs

to

file

proofs

of

claim

against

the

Debtors (the

"General

Bar

Date"),

(b)

December

22,

2017

as

the

deadline

for

Governmental

Units

to

file

proofs

of

claim

against

the

Debtors

(the"Governmental

Bar

Date"),

and

(c)

December

27,

2017

as

the

deadline

for

all

PPICs

to

file

proofs

of

claim

against

the

Debtors

(the

"PPIC

Bar

Date"

and

collectively

with

the

General

Bar

Date

and

the

Governmental

Bar

Date,

the

"Bar

Dates");

WHEREAS,

many

of

the

States

have

timely

filed

proofs

of

claim,

and

23.

other

States

might

file

and

seek approval

of

late-filed

proofs

of

claim

in

the

Chapter

11

Cases

against

TKH,

which

set

forth

certain

claims

and

causes

of action

under

state

consumer

protection

laws

constituting

State

Consumer

Protection

Claims

(as

such

term

is defined

in

paragraph

78),

as

7

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 8 of 75

follows:

Nos.

4153

and

4211

(Alabama),

4224

(Arizona),

4198

(Arkansas),

4167

and

4229

(California),

4127

(Connecticut),

4147

(District

of

Columbia),

4142

(Florida),

4196

(Georgia),

4049

(Idaho),

4163

(Illinois),

4219, 4220,

and

4377

(Indiana),

4174

(Iowa),

4137

(Kansas),

4234

(Kentucky),

4242

(Louisiana),

4209

and

4325

(Maine),

4197

(Maryland),

4308

(Massachusetts),

4166

(Michigan),

4237

(Minnesota),

4122

(Missouri),

4133

(Nebraska),

4221

(Nevada),

4140

(New

Jersey),

4143

(New

York),

4212

and

4213

(North

Carolina),

4119

(Ohio),

4236

(Oklahoma),

4243

(Oregon),

4168

(Pennsylvania),

4222

(South Carolina),

4210

(South

Dakota),

4226

(Tennessee),

4381

(Texas),

4134

(Utah),

4069

(Virginia),

4141

(Washington),

and

4117

(Wisconsin);

WHEREAS,

the

MSWG

has

incurred

One

Hundred

Thirty-Nine

24.

Thousand Three

Hundred

Forty-Nine

Dollars

and

Five

Cents

($139,349.05)

in

expenses

investigating

the

business

practices

of

Takata

that

gave

rise

to

the

State

Consumer

Protection

Claims

(the

"MSWG

Expenses");

25.

WHEREAS,

the

Parties

have

reached

an

amicable

agreement

to

resolve

the

State

Consumer

Protection

Claims

and

conclude

the

investigation

of

the

MSWG

into

TKH;

26.

WHEREAS,

in

consideration

of,

and

in

exchange

for,

the

promises

and

covenants

herein,

the

Parties

hereby

agree

to

the

terms

and

provisions

of

this

Settlement

Agreement;

WHEREAS,

on

February

14,

2018, the

Debtors

filed

the

Plan;

27.

WHEREAS,

the

Parties

have

agreed

to

the

entry

of

this

Settlement

28.

Agreement by

the

Bankruptcy

Court

pursuant

to

Bankruptcy

Rule

9019;

29.

WHEREAS,

the

States

have

agreed

to

the

provisions

and

language

of

this

Settlement

Agreement

based

on

the

unique

facts

and

circumstances present

in

these

Chapter

11

8

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 9 of 75

Cases,

and

nothing

in

this

Settlement Agreement

shall

be

treated

as

having

any

precedential

value

in

any

other

bankruptcy

or

matter;

30.

WHEREAS,

the obligations

undertaken

by

TKH

pursuant

to

this

Settlement Agreement

are

in

the

nature

of

compromises

and

it

is

the

position

of

the

States

that

these

obligations

are

less

onerous

than

the

States

would

seek

in

the

absence

of

this

settlement;

and

31.

WHEREAS,

this

Settlement

Agreement

is

fair,

reasonable,

and

in

the

public

interest,

and

is

an

appropriate

means

of

resolving

the

matters

addressed

in

this

Settlement

Agreement;

32.

NOW,

THEREFORE, without

the

admission

of

any

wrongdoing,

the

violation

of

any

law,

or

any liability,

and

without

the

adjudication

of

any

issue

of

fact

or

law,

and

upon

the

consent

and

agreement

of

the

Parties

by

their

authorized

attorneys

and

authorized

officials,

it

is

hereby

agreed

as

follows:

JURISDICTION

AND

VENUE

33.

The

Bankruptcy

Court

has

jurisdiction

to

consider

this

matter

pursuant

to

28

U.S.C.

§§

157,

1331,

and

1334,

and

the

Amended

Standing

Order

of

Reference

from

the

United

States

District

Court

for

the

District

of

Delaware,

dated

February

29,

2012.

This

is

a

core

proceeding

pursuant

to

28

U.S.C.

§

157(b)

and,

pursuant

to

Rule

9013-l(f)

of

the

Local

Rules,

the

Parties

consent

to

the

entry

of

a

final

order

by

the

Bankruptcy

Court

in

connection

with

this

Settlement

Agreement

to

the extent

that

it

is

later

determined

that

the

Bankruptcy

Court,

absent

consent

of

the

Parties, cannot

enter

final

orders

or

judgments

consistent

with Article

III

of

the

United

States

Constitution.

Venue

is

proper

before

the

Bankruptcy

Court

pursuant

to

28

U.S.C.

§§

1408

and

1409.

9

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 10 of 75

PARTIES

BOUND;

SUCCESSION

AND

ASSIGNMENT

34.

This

Settlement

Agreement

applies

to,

is

binding upon,

and

shall

inure

to

the

benefit

of

the

Parties hereto,

their

legal

successors

and

assigns,

and

any

trustee,

examiner,

or

receiver

appointed

in

the

Bankruptcy

Cases.

For

the

avoidance

of

doubt,

upon

the

occurrence

of

the

Effective

Date

of

the

Plan,

Reorganized

TK

Holdings

shall

be

TKH's

sole

successor

and

assign

for

purposes

of

this

Settlement

Agreement.

DEFINITIONS

35.

Unless

otherwise

expressly

provided

herein,

terms

used

in

this

Settlement

Agreement

that

are

defined

in

the

Bankruptcy

Code shall

have

the

meaning

assigned

to

them

in

the

Bankruptcy

Code.

Whenever

the

terms

listed

below

are

used

in

this

Settlement Agreement,

the

following definitions

shall

apply:

36.

"Advertise"Advertisement,"

or

"Advertising"

mean

any

written,

oral,

or

electronic

statement,

illustration,

or

depiction

that

is

designed

to

create

interest

in

the

purchasing

of,

impart

information

about

the attributes

of,

publicize

the

availability

of,

or

effect

the

sale

or

use

of,

goods

or services,

whether

the

statement

appears

in

a

brochure,

certification,

newspaper,

magazine,

free-standing

insert,

marketing

kit,

leaflet,

circular,

mailer,

book

insert,

letter,

catalogue,

poster,

chart,

billboard,

public-transit

card,

point-of-purchase

display,

package

insert.

package

label,

product

instructions,

electronic

mail,

website,

mobile

application,

homepage,

film,

slide,

radio,

television,

cable

television,

program-length

commercial

or

"infomercial,"

or

any

other

medium.

37.

"Affected

Vehicle(s)"

means

the

tens

of

millions

of

Motor

Vehicles

in

the

United

States

subject

to

TKH's

airbag-related

Recalls,

whether currently

or

in

the

future,

including

without

limitation:

Model

Year

2003

Acura

3.2CL,

2002-2003

Acura

3.2TL,

2013-

2016

Acura

ILX,

2013-2014

Acura

ILX

Hybrid,

2003-2006

Acura

MDX,

2007-2016

Acura

10

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 11 of 75

RDX,

2005-2012

Acura

RL,

2009-2014

Acura

TL,

2009-2014

Acura

TSX,

2010-2013

Acura

ZDX,

2006-2013

Audi

A3,

2005-2008

Audi

A4

Avant,

2006-2009

Audi A4

Cabriolet,

2005-

2008

Audi

A4

Sedan,

2010-2011

Audi

A5

Cabriolet,

2003-2011

Audi

A6

Avant,

2005-2011

Audi

A6

Sedan,

2009-2012

Audi

Q5,

2017

Audi

R8,

2008

Audi

RS

4

Cabriolet,

2007-2008

Audi

RS

4

Sedan,

2005-2008

Audi

S4

Avant,

2007-2009

Audi

S4

Cabriolet,

2005-2008

Audi

S4

Sedan,

2010-2012

Audi

S5

Cabriolet,

2007-2011

Audi

S6

Sedan,

2016-2017

Audi

TT,

2008-

2013

BMW

1

Series,

2000-2013

BMW

3

Series,

2002-2003

BMW

5

Series,

2011-2015

BMW

XI,

2007-2010

BMW

X3,

2003-2013

BMW

X5,

2008-2014

BMW

X6,

2010-2011

BMW

X6

Hybrid,

2007-2014

Cadillac

Escalade, 2007-2014

Cadillac

Escalade

ESV,

2007-2013

Cadillac

Escalade

EXT,

2007-2013

Chevrolet

Avalanche,

2007-2014

Chevrolet

Silverado

HD,

2007-2013

Chevrolet

Silverado

LD,

2007-2014

Chevrolet

Suburban,

2007-2014

Chevrolet

Tahoe,

2005-

2015

Chrysler

300,

2007-2009

Chrysler

Aspen,

2007-2008

Chrysler

Crossfire,

2008-2009

Sterling

Bullet,

2007-2009

Dodge

Sprinter,

2007-2017

Freightliner

Sprinter,

2010-2017

Mercedes-Benz

Sprinter;

2008-2014

Dodge

Challenger,

2006-2015

Dodge

Charger,

2005-2011

Dodge

Dakota,

2004-2009

Dodge Durango,

2005-2008

Dodge

Magnum,

2003-2008

Dodge

Ram

1500/2500/3500

Pickup,

2005-2009

Dodge

Ram

2500

Pickup,

2007-2010

Dodge

Ram

3500

Cab

Chassis,

2006-2009

Dodge

Ram

3500

Pickup,

2008-2010

Dodge

Ram

4500/5500 Cab

Chassis,

2010-2015

Ferrari

458

Italia,

2014-2015

Ferrari

458

Speciale,

2015

Ferrari

458

Speciale

A,

2012-2015

Ferrari

458

Spider,

2016-2017

Ferrari

488

GTB,

2016-2017

Ferrari

488

Spider, 2009-

2014

Ferrari

California,

2015-2017

Ferrari

California

T,

2013-2017

Ferrari

F12,

2016-2017

Ferrari

F12

tdf,

2016

Ferrari

F60,

2012-2016

Ferrari

FF,

2017

Ferrari

GTC4Lusso,

2012

Fisker

Karma,

2007-2010

Ford

Edge,

2006-2012

Ford

Fusion,

2005-2006

Ford

GT,

2005-2014

Ford

Mustang,

2004-2011

Ford

Ranger,

2007-2014

GMC

Sierra

HD,

2007-2013

GMC

Sierra

LD,

11

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 12 of 75

2007-2014

GMC

Yukon, 2007-2014

GMC

Yukon

XL,

2001-2012

Honda

Accord,

2001-2011

Honda

Civic,

2003-2011

Honda

Civic

Hybrid,

2001-2011

Honda

Civic

NGV,

2010-2015

Honda

Crosstour,

2002-2011

Honda

CR-V, 2011-2015

Honda

CR-Z,

2003-2011

Honda

Element,

2010-

2014 Honda

FCX

Clarity,

2007-2013

Honda

Fit,

2013-2014

Honda

Fit

EV,

2010-2014

Honda

Insight,

2002-2004

Honda

Odyssey,

2003-2015

Honda

Pilot,

2006-2014

Honda

Ridgeline,

2003-

2008

Infiniti

FX,

2001

Infiniti

130,

2002-2004

Infiniti

135,

2006-2010

Infmiti

M,

2002-2003

Infiniti

QX4,

2009-2015

Jaguar

XF,

2007-2016

Jeep

Wrangler,

2007-2012

Land

Rover

Range

Rover,

2007-2012

Lexus

ES350,

2010-2017

Lexus

GX460,

2006-2013

Lexus

IS250/350,

2010-

2015

Lexus

IS250C/350C, 2008-2014

Lexus

IS

F,

2012

Lexus

LFA,

2002-2010

Lexus

SC430,

2007-2010

Lincoln

MKX,

2006-2012

Lincoln

Zephyr/MKZ,

2004-2009

Mazda

B-Series,

2007-

2012

Mazda

CX-7,

2007-2015

Mazda

CX-9,

2003-2011

Mazda6,

2006-2007

Mazda

Mazdaspeed6,

2004-2006

Mazda MPV,

2004-2011

Mazda

RX-8,

2016-2017 McLaren

570,

2015-2016

McLaren

650S,

2016

McLaren

675LT,

2012-2014

McLaren

MP4-12C,

2011-2015

McLaren

PI,

2005-2014

Mercedes-Benz

C-Class,

2010-2011

Mercedes-Benz

E-Class,

2011-

2017 Mercedes-Benz

E-Class

Cabrio,

2010-2017

Mercedes-Benz

E-Class

Coupe,

2009-2012

Mercedes-Benz

GL-Class,

2010-2015

Mercedes-Benz

GLK-Class,

2009-2010

Mercedes-Benz

ML-Class,

2009-2012

Mercedes-Benz

R-Class,

2007-2008

Mercedes-Benz

SLK-Class,

2011-

2015 Mercedes-Benz

SLS-Class,

2006-2011

Mercury

Milan,

2012-2017

Mitsubishi

i-MiEV,

2004-2007

Mitsubishi

Lancer,

2004-2006

Mitsubishi

Lancer

Evolution,

2004

Mitsubishi

Lancer

Sportback,

2006-2009

Mitsubishi

Raider,

2001-2003

Nissan Maxima,

2002-2004

Nissan

Pathfinder,

2002-2006

Nissan

Sentra,

2007-2012

Nissan Versa,

2003-2010

Pontiac

Vibe,

2005-

2006

Saab

9-2x,

2006-2011

Saab

9-3,

2006-2009

Saab

9-5,

2008-2009

Saturn Astra,

2008-

2015

Scion

XB,

2003-2006

Subaru Baja,

2009-2013

Subaru

Forester,

2004-2011

Subaru

12

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 13 of 75

Impreza

(Including

WRX/STI), 2003-2014

Subaru

Legacy,

2003-2014

Subaru

Outback,

2006-

2014

Subaru

Tribeca,

2012-2014

Subaru

WRX/STI,

2012-2016

Tesla

Model

S,

2010-2016

Toyota

4Runner, 2003-2013

Toyota

Corolla,

2003-2008

Toyota

Corolla

Matrix,

2009-2013

Toyota

Matrix,

2004-2005

Toyota

Rav4,

2002-2006

Toyota

Sequoia,

2011-2014

Toyota

Sienna,

2003-2006

Toyota

Tundra,

2006-2011

Toyota

Yaris

(Hatch

Back),

2007-2012

Toyota

Yaris

(Sedan), 2009-2017

Volkswagen

CC,

2010-2014

Volkswagen

Eos,

2010-2014

Volkswagen

Golf, 2013

Volkswagen

Golf

R,

2009-2013

Volkswagen

GTI,

2012-2014

Volkswagen

Passat,

2006-2010

Volkswagen

Passat

Sedan,

and

2006-2010

Volkswagen

Passat

Wagon.

38.

"Airbag

System"

refers

to

a

vehicle

safety

device

that

is

intended

to

protect

occupants

in

the

event

of

a

crash. Airbag

Systems

contain,

among

other

things,

an

inflator

and

an

airbag

and

are

designed

so

that

in

the

event

of

certain

types

of

vehicle

collisions

the

airbag

is

deployed.

"Clear

and

Conspicuous,"

when

referring

to

a

statement

or

disclosure,

39.

means

that

such

statement

or

disclosure

is

disclosed

in

such

size,

color,

contrast,

location,

duration,

or

audibility

that

it

is

readily

noticeable,

readable,

understandable,

or

capable

of

being

heard.

A

statement

may

not

contradict

or

be

inconsistent

with

any

other

information

with

which

it

is

presented.

If

a

statement

modifies,

explains,

or

clarifies

other

information

with

which

it

is

presented,

it

must

be

presented

in

proximity

to

the

information

it

modifies,

in

a

manner

that

is

likely

to

be

noticed,

readable,

and

understandable,

and

it

must

not

be

obscured

in

any

manner.

Audio

disclosures

shall

be

delivered

in

a

volume

and

cadence

sufficient

for

a

Consumer

to

hear

and

comprehend.

Visual

disclosures

shall

be

of

a

size

and

shade

and

appear

on

the

screen

for

a

duration

sufficient

for

a

Consumer

to

read

and

comprehend.

In

a

print

or

promotional

material, including,

but

without

limitation,

point

of

sale

display

or

brochure

13

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 14 of 75

materials

directed

to

Consumers,

the

disclosures

shall

be

in

a

type

size

and

location

sufficiently

noticeable

for

a

Consumer

to

read

and

comprehend

it,

in

a

print

that

contrasts

with

the

background

against

which

it

appears.

40.

"Competent

and

Reliable

Scientific

or

Engineering

Evidence"

means

tests,

analyses,

research,

studies,

or

other

evidence

conducted

and

evaluated

in

an

objective

manner

by

persons

qualified

to

do

so

and

using

procedures

or

methodologies

generally

accepted

by

the

relevant professional,

scientific,

or

engineering

community

to

yield

accurate

and

reliable

results.

For

purposes

of

this

Settlement

Agreement,

Competent

and

Reliable

Scientific

or

Engineering

Evidence

includes

new

tests,

analyses,

procedures,

or

methodologies,

provided

that

they

either

(a)

are

based

in

relevant

part

on

scientific

or

engineering

principles

generally

accepted

by

the

relevant professional,

scientific,

or

engineering

community,

or

(b)

have

yielded,

or

are

reasonably

expected

to

yield,

accurate,

reliable,

and

repeatable

scientific

or

engineering

results.

Except

as

otherwise

expressly

set

forth

herein,

or

as

otherwise

provided

by

law,

nothing

in

this

Settlement

Agreement shall

be

interpreted

to

require

TKH

to

take

any action

that

would

impair

any

of

TKH's

rights

under

any

law

governing

patents

or

trade

secrets.

Provided,

however,

that

nothing

herein

shall

be

interpreted

as

allowing TKH

to

withhold

production

of

documents

to

the

States or

their

motor

vehicle

safety

authorities

based

on

a

claim

of

patent

or

trade

secret

where,

in

the

reasonable

judgment

of

the State,

reasonable

confidentiality

protections

have

been

provided.

41.

"Consumer"

means

any

person,

a

natural

person,

individual,

governmental

agency

or

entity,

partnership,

corporation,

limited

liability

company

or

corporation,

trust,

estate,

incorporated

or

unincorporated

association,

or

any

other

legal

or

14

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 15 of 75

commercial

entity,

however

organized

to

whom

TKH

directly

or

indirectly

offered

their

airbags

for

sale.

42.

"Defect

Information

Reporf

means

that

notice

required

by

49

U.S.C.

§

30118(c),

"Notification

of

defects

and

noncompliance

"Motor

Vehicle"

refers

to

a

vehicle

that

is

self-propelled

and

is

43.

manufactured

primarily

for

use

on

public

streets,

roads,

or

highways

but

does

not

include

a

vehicle

operated

on

a

rail

line.

"Recair

or

"Recalls"

refers

to

any

program

undertaken

by

a

Motor

44.

Vehicle

manufacturer

or

Motor

Vehicle

component

manufacturer,

whether

voluntarily

or

pursuant

to

an

order

by

NHTSA,

to

withdraw,

repair,

replace,

or

remove

from

trade

or

commerce

any

vehicle

or

vehicle

component.

See,

49

U.S.C.

§§

30116

through

30120.

"Represent"

means

to

state

or

imply

through

certifications,

claims,

45.

statements,

questions,

conduct,

graphics,

symbols,

lettering,

formats,

devices,

language.

documents,

messages,

or

any

other

manner

or

means

by

which

meaning

might

be

conveyed.

This

definition

applies

to

other

forms

of

the

word

"Represent,"

including

without

limitation.

"Representation,"

"Misrepresentand

"Misrepresentation

MSWG

ALLEGATIONS

Paragraphs

46

through

54

comprise

allegations

by

the

MSWG

which

46.

inform

the

basis

under

which the

States

enter

into

this

Settlement

Agreement.

When

purchasing

Motor

Vehicles,

express

and

implied

representations

47.

regarding

the

safety

and

effectiveness

of

Airbag

Systems

are

material

to

Consumers.

48.

Airbag

Systems

are

critical

to

the

safety

of

drivers

and

their

passengers

in

both

commercial

and

personal

Motor

Vehicles

and

have

been

credited

with

saving

thousands

of

lives.

15

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 16 of 75

49.

In

or

around

the

late

1990s,

Takata

began

developing

Airbag

Systems

that

used

phase

stabilized

ammonium

nitrate

as

the

primary

propellant

for

the

airbag

inflators.

50.

Starting

in

2000

through

at

least

2015,

approximately

thirty-four

(34)

OEMs

placed

orders with

Takata

to

purchase

Airbag

Systems

that

contained

PSAN

Inflators.

During

this

time,

Takata

produced

and

sold

tens

of

millions

of

driver

and

passenger

Airbag

Systems

using

PSAN

Inflators.

51.

Takata

designed

and

tested

Airbag

Systems

and

parts,

including

PSAN

Inflators,

to

meet

OEM

specifications.

52.

TKJP

has

admitted

as

part

of

its

Plea

Agreement that

it

submitted

false

and

misleading

reports

and

other

information

to

OEMs.

The

test

information

and

data

was

materially false

and

misleading

because

certain

test

information

and

data

TOP

provided

to

the

OEMs

relating

to

the

PSAN

Inflators

was

fabricated,

removed

or

altered

(either

by

strategically

adding,

editing,

or

changing

information

and

data).

53.

From

in

or

around

2000,

TKJP knew

that

certain

PSAN

Inflators

had

failed

during

testing,

but

they

continued

to

withhold

true

and

accurate

information

from

NHTSA,

the

OEMs,

and

Consumers.

The

failures

included:

(a)

ruptures

that

expelled

metal

shrapnel

that

tore

through

the airbag;

and

(b)

hyper-aggressive

deployment

of

the

airbag

which

could

seriously

injure

occupants

through

contact

with the

airbag.

54.

Despite

Takata's

knowledge

of

the

problems

with the

Airbag

Systems,

and

despite

the

fact

that

Takata

knew

or

should

have

known

that

these

Airbag

Systems

posed

a

safety

risk

for

Motor

Vehicle

drivers

and

passengers,

Takata

failed

to

properly

notify

regulators

and

Consumers

of

this danger

and

to

take

appropriate

action

to

ensure

that

Recalls

of unsafe

PSAN

16

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 17 of 75

Inflators

occurred

until

pressured

by

NHTSA

to

do

so

in

or

around

November

2014,

at

least

seven

(7)

years

after

Takata

had

knowledge

of

the

first PSAN

Inflator

rupture.

PERMANENT

INJUNCTIVE

RELIEF

55.

Prohibitive

Injunctions.

TKH

and

its

successor

and

assign,

Reorganized

TK

Holdings,

are

hereby permanently

enjoined

and

restrained

from

directly

or

indirectly

engaging

in

the

following

acts

or

practices:

Advertising:

TKH

and

Reorganized

TK

Holdings

shall

not

a.

Advertise, promote,

or

otherwise

Represent,

in

any

way that

is

false,

deceptive,

or

misleading:

(a)

its

Airbag

Systems,

(b)

the

safety

of

its

Airbag

Systems,

including

but

not

limited

to

Airbag

Systems

containing

PSAN,

or

(c)

the

safety

of

any

components

of its

Airbag

Systems,

including

but

not

limited

to

PSAN.

b.

Safety

Representations:

TKH

and

Reorganized

TK

Holdings

shall

not

Represent

that

its

Airbag

Systems

are

"safe,"

or

use

a

term

or

phrase

of

similar

comparative

or

superlative

meaning,

such

as

"safest"

or

"safer,"

or

any

other term

that

denotes

or

implies

safety,

quality,

reliability,

and/or

dependability,

unless

such Representation

is

supported

by

Competent

and

Reliable

Scientific

or

Engineering

Evidence.

Testing

Data:

TKH

and

Reorganized

TK

Holdings

shall

not

c«

falsify

or

manipulate

any

testing

data.

TKH

and

Reorganized

TK

Holdings

shall

not

provide

to

anyone

any testing

data

that

TKH

and

Reorganized

TK

Holdings

know

is

inaccurate.

d.

Other

Representations:

TKH

and

Reorganized

TK

Holdings

shall

not

make

any

Representation

regarding

the performance,

resale

value,

or

durability

of

an

Airbag

System

without

possessing

Competent

and

Reliable

Scientific

or

Engineering

Evidence

that

reasonably

substantiates

each

specific

claim.

17

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 18 of 75

56.

Affirmative

Injunctions:

TKH

and,

as

applicable,

its

successor

and

assign,

Reorganized

TK

Holdings,

shall

do

the

following:

Comply

with

State

and

Federal

Law:

TKH

and

Reorganized

TK

Holdings

shall

comply

with

all

state

and

federal

laws

that

apply

to

TKH

and

Reorganized

TK

Holdings

and

the

Airbag

Systems

they

manufacture,

market,

and

sell

in

the

United

States.

a.

b.

Comply

with

the

Motor

Vehicle

Safety

Act:

TKH

and

Reorganized

TK

Holdings

shall

comply

in

all

material

respects

with

the

notification

and

remedy

provisions

of

the

Motor

Vehicle

Safety

Act,

49

U.S.C.

§§

30118

to

30120,

with

materiality

as

determined

by

NHTSA.

TKH

and

Reorganized

TK

Holdings

shall

notify

South

Carolina,

as

lead

state

of

the

MSWG,

of

any

notifications

or

remedy

actions

that

may

be

taken

in

compliance

with

the

Motor

Vehicle

Safety

Act.

Comply

with

NHTSA

Orders:

TKH

and

Reorganized

TK

Holdings

shall

comply

in

all

respects

with

the

NHTSA

Consent

Order

and

the

Coordinated

Remedy

Order.

TKH

and

Reorganized

TK

Holdings

shall

notify

South

Carolina,

as

lead

state

of

the

MSWG,

of

any

material

breaches

or

failures

to

comply

with

the

terms

of

the

NHTSA

Consent

Order

or

the

Coordinated

Remedy

Order;

any

such

material

breach

or

failure

to

comply

shall

be

deemed

a

breach

of

this

Settlement

Agreement,

in

the

reasonable

discretion

of

the

States;

provided,

however,

that

TKH's

non-payment

of

any

fines

or

penalties

due

under

the

NHTSA

Consent

Order

or

Coordinated

Remedy

Order

shall

not

be

deemed

a

breach

of

this

Settlement

Agreement.

d.

Continue

Recall

Efforts:

TKH

shall

continue

to

cooperate

with

OEMs

and

alternative inflator

suppliers

to

ensure

that

replacement

inflators

are

made

available

as

expeditiously

as

possible

from

all possible

sources.

To

the

extent

TKH

or

Reorganized

TK

18

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 19 of 75

Holdings

maintain

an

English

language

website,

TKH

or

Reorganized

TK

Holdings,

as

applicable,

shall publicize

on

such

website,

on

at

least

a

monthly

basis,

the

current

status

of

its

efforts

to

replace

Recalled

Airbag

Systems,

including

the

total

number

of

replacement

Airbag

Systems

provided

by

it

to

each

manufacturer.

Discontinue

Production

of

Ammonium

Nitrate

Airbags:

With

6.

respect

to

new

contracts, except

as

provided

in

the

Plan,

TKH

and

Reorganized

TK

Holdings

shall

not

contract

for

sale

or

resale,

offer,

provision

for

use,

or

otherwise

agree

to

place

into

the

stream

of

commerce

in

the

United

States,

any

Airbag

Systems

using

PSAN

Inflators,

regardless

of

whether

those

Airbag

Systems

contain

2004

propellant,

2004L

propellant,

or

desiccant.

To

the

extent

TKH

or

Reorganized

TK

Holdings

maintains

an

English

language

website,

TKH

or

Reorganized

TK

Holdings,

as

applicable,

shall

publicize

on

such

website

all

makes

and

models

of

Motor

Vehicles

for

which

TKH

or

Reorganized

TK

Holdings

continues

to

supply

Airbag

Systems

using

PSAN

Inflators.

Cooperation:

TKH

and

Reorganized

TK

Holdings

shall,

upon

reasonable

request

in

advance,

use

reasonable

efforts

to

provide

to

any

State

or

States

in

the

MSWG,

information,

documents,

and

testimony

of

knowledgeable

witnesses pertaining

to

an

investigation

by

such

State

or States

into

any

OEMs

which

relates

to

TKH's

Airbag

Systems.

Notification

Prior

to

Destruction

of

Records:

TKH

and

g

Reorganized

TK

Holdings

shall

provide

sixty

(60)

days'

written

notice

to

South

Carolina,

as

lead

state

of

the

MSWG,

prior

to

the

destruction

or

disposal

of

records

relating

to

PSAN

Inflator

safety

testing.

PAYMENT

TO

THE

STATES/CIVIL PENALTIES

57.

Subject

to

Article

II

of

the

Plan,

South

Carolina,

as

the

lead

state

of

the

MSWG,

shall

be

granted

an

Allowed Administrative

Expense Claim

under

the

Plan

in

the

19

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 20 of 75

amount

of

One

Hundred Thirty-Nine

Thousand

Three

Hundred

Forty-Nine

Dollars

and

Five

Cents

($139,349.05)

in

satisfaction

of

the

MSWG

Expenses

(the

"MSWG

Expense

Payment").

The

allocation

of

the

MSWG

Expense

Payment

amongst

the

MSWG

member States

shall

be

decided

by

the

MSWG

without the

involvement

of

TKH.

58.

Subject

to

Article

IV

of

the

Plan,

the

States,

collectively,

shall

be

granted

a

Class

9(d)

Subordinated

Claim

under

the

Plan

against

TKH

for

a

civil

penalty

in

the

amount

of

Six

Hundred

and

Fifty

Million

Dollars

($650,000,000).

MONITORING

FOR

COMPLIANCE

59.

TKH

and

Reorganized

TK

Holdings

shall

provide

South

Carolina,

as

the

lead

state

of

the

MSWG,

a

copy

of

every

report

provided

by

TKH

and

Reorganized

TK

Holdings

to

the

DOJ

or

NHTSA

under

the

terms

of

the

Plea

Agreement,

the

NHTSA

Consent Order,

and

the

Coordinated

Remedy

Order.

If

any

of

those

reports

are

not

public

by

an

order

of

the

DOJ

or

NHTSA,

TKH

and

Reorganized

TK

Holdings

agree

not

to

oppose

any

request

for

access

by

either

the

MSWG

or

the

individual

States.

To

the

extent

that

any

States

receive

any

non-public

reports,

such

States

agree

to

keep

such

reports confidential

to

the extent

allowed

by

the

laws

of

such

State

or

as

ordered

by

a

Court

of

competent

jurisdiction.

60.

For

a

period

concurrent

with

the

oversight

period established

by

NHTSA

in

the

NHTSA

Consent

Order,

as

may

be

modified

by

NHTSA,

the

States

shall,

upon

reasonable

notice,

be

permitted

to

do

the

following:

If

a

State

believes

that

TKH

or

Reorganized

TK

Holdings

has

a.

engaged

in

a

practice

that

violates

any

provision

of

this

Settlement Agreement,

the State

may

notify TKH

and

Reorganized

TK

Holdings in

writing

of

its

belief

that

a

violation

has

occurred.

The

State's

notice

shall

include:

(i)

the

basis

for

the

belief;

20

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 21 of 75

(ii)

the

provision

of

the

Settlement Agreement

that

TKH's

or

Reorganized

TK

Holdings'

practice

appears

to

have

violated;

and

(iii)

a

date

for

TKH

and

Reorganized

TK

Holdings

to

respond

to

the

notification,

provided,

however,

that

the

date

for

response

be

at

least

fifteen

(15)

days

after

the

date of

notification.

b.

The

States

shall,

upon

reasonable

notice,

be

permitted

reasonable

access

to

relevant,

non-privileged,

non-work-product

records

and

documents

in

the

possession,

custody

or

control

of

TKH

or

Reorganized

TK

Holdings

that

relates

to

TKH's

and

Reorganized

TK

Holdings'

compliance

with

the

provision

of

the

Settlement

Agreement

that

was

the

subject

of

the

notice.

The

States

shall

also

be

permitted

reasonable

access

to

interview

and

take

depositions

of

the

custodians

of

such

records

or

documents

or

other

employees

with

knowledge

of

TKH's

and

Reorganized

TK

Holdings'

compliance

with

the

Settlement

Agreement.

Upon

receipt

of

written

notice,

TKH

and

Reorganized

TK

Holdings

shall

provide

a

response

to

the

State's

notification

that

contains either

a

statement

explaining

why

TKH

and

Reorganized

TK

Holdings

believe

they

are in

compliance

with

the

Settlement Agreement

or

a

detailed

explanation

of

how

the

alleged

violation

occurred

and

a

statement

explaining

how

TKH

and

Reorganized

TK

Holdings

intend

to

address

the

alleged

violation.

Nothing

in

this

paragraph

shall

be

construed

to

limit

the

d.

authority

of

the

States

provided

under

state

law.

Any

State

that

obtains

information

or

documents

pursuant

to

this

61.

Settlement

Agreement

may

share

such

information

or

documents

with

the

other

States,

provided

that

such

other

States

agree

and

are

able

to

maintain

the

confidentiality

of

the

21

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 22 of 75

information

or

documents,

as

required

by

the

State

or

States

that

received

or

provided

the

information

or

documents.

62.

Nothing

in

this

Settlement

Agreement

shall

require

Reorganized

TK

Holdings

or

any

other

entity

established

under

the

Plan

to

stay

in

existence

longer

than

is

contemplated

by

the

Plan.

GENERAL PROVISIONS

63.

Nothing

in

this

Settlement

Agreement

shall

be

construed

as

relieving

TKH

of

its

obligations

to

comply

with

all

applicable

state

and

federal

laws,

regulations

or

rules,

or

as

granting

TKH

permission

to

engage

in

any acts

or

practices

prohibited

by

any

such

law,

regulation,

or

rule.

64.

Nothing

in

this

Settlement

Agreement

constitutes

an

agreement

by

the

States

concerning

the

characterization

of

the

MSWG

Expense

Payment

for

the

purpose

of

the

federal

internal

revenue

laws,

title

26

of

the

United

States

Code,

or

any

similar

state

tax

codes

or

laws.

For

purposes of

construing the

Settlement

Agreement,

this

Settlement

65.

Agreement

shall

be

deemed

to

have

been

drafted

by

all

Parties

and

shall

not,

therefore, be

construed

against

any

Party

for

that

reason

in

any

dispute.

66.

This

Settlement

Agreement

constitutes

the

entire,

complete,

and

integrated

agreement

between

the

Parties

pertaining

to

the

State

Consumer

Protection

Claims

and

supersedes

all prior

and

contemporaneous

undertakings

of

the

Parties

in

connection

herewith.

67.

This

Settlement

Agreement

may

not

be

modified

or

amended

except

by

written

consent

of

all

the

Parties,

and,

to

the

extent

necessary, approved

by

the

Bankruptcy

Court.

22

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 23 of 75

68.

If

any

portion

of

this

Settlement

Agreement

is

held

invalid

by

operation

of

law,

the

remaining

terms

of

this

Settlement

Agreement

shall

not

be

affected.

69.

Nothing

in

this

Settlement

Agreement

shall

be

construed

to

waive, limit,

or

expand

any

claim

of

sovereign

immunity

the

States

may

have

in

any

action

or

proceeding.

70.

Any

failure

of

TKH,

Reorganized

TK

Holdings,

or

a

State

to

exercise

its

rights

under

this

Settlement

Agreement

shall

not

constitute

a

waiver

of

such

rights

hereunder.

71.

Nothing

in

this

Settlement

Agreement

shall

be

construed

to

create,

waive,

or

limit

any

Claim

individual

Consumers

have

or

may

have

against

any

person

or

entity,

including

TKH.

JUDICIAL

APPROVAL

72.

The

settlement

reflected

in

this Settlement

Agreement shall

be

subject

to

approval

by

the

Bankruptcy

Court pursuant

to

Bankruptcy

Rule

9019.

The

Debtors

shall

move

promptly

for

the

Bankruptcy

Court's

approval

of

73.

this

Settlement

Agreement

and

shall

exercise

commercially

reasonable

efforts

to

obtain

such

approval.

PLAN

After

Bankruptcy

Court

approval

of

this

Settlement

Agreement,

the

74.

Debtors shall

not

file

a

Plan

or

amend

the

Plan

in

a

manner

that

is

inconsistent

with

the

terms

and

provisions

of

this

Settlement Agreement,

take

any

other

action

in

the

Chapter

11

Cases

that

is

inconsistent

with the

terms

and

provisions

of

this

Settlement

Agreement,

or

propose

terms

for

any

order

confirming

the

Plan

that

are

inconsistent

with

this

Settlement

Agreement.

The

Parties

reserve

all

other

rights

or

defenses

that

they

may

have

with

respect

to

the

Plan.

23

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 24 of 75

RETENTION

OF

JURISDICTION

75.

The

Bankruptcy

Court

shall

retain

jurisdiction

over

both

the

subject

matter

of

this

Settlement

Agreement

and

the

Parties

hereto

for

the

duration

of

the

performance

of

the

terms

and

provisions

of

this

Settlement

Agreement

for

the

purpose

of

enabling

any

of

the

Parties

to

apply

to

the

Bankruptcy

Court

at

any

time

for

such

further

order,

direction,

and

relief

as

may

be

necessary

or

appropriate

for

the

construction

or

interpretation

of

this

Settlement Agreement,

or

to

effectuate

or

enforce

compliance

with

its

terms.

76.

The

Courts

of

the

States

in

the

MSWG

shall

have

concurrent

jurisdiction

with the

Bankruptcy

Court

over

both

the

subject

matter

of

this

Settlement

Agreement

and

the

Parties

hereto

for

the

duration

of

the

performance

of

the

terms

and

provisions

of

this

Settlement

Agreement

for

the

purpose

of

enabling

any

of

the

Parties

to

apply

to

such

Court

at

any

time

for

such

further

order,

direction,

and

relief

as

may

be

necessary

or

appropriate

for

the

construction

or

interpretation

of

this

Settlement

Agreement,

or

to

effectuate

or

enforce

compliance

with

its

terms.

EFFECTIVENESS

OF

SETTLEMENT

AGREEMENT

77.

This

Settlement

Agreement

shall

be

effective

upon

both

(a)

approval

by

the

Bankruptcy

Court

pursuant

to

Bankruptcy

Rule

9019

and

(b)

the

occurrence

of

the

Effective

Date

under

the

Plan.

DISCHARGE

AND RELEASE

Upon

the

effectiveness

of

this

Settlement

Agreement

{i.e.,

upon

the

78.

Effective

Date

of

the

Plan)

and

upon

the

payment

of

the

MSWG

Expense Payment

to

South

Carolina,

any

and

all

causes

of

action

that

could

be

asserted

before

or

as

of

the

Effective

Date

of

the

24

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 25 of 75

Plan

under

the

consumer

protection laws

of

each

State

in

the

MSWG,

3

including

civil

claims,

damages,

restitution,

fines,

costs,

and

penalties

of

the

States

against

TKH,

the

Debtors,

and

the

Reorganized Debtors

arising

from

or

the

design,

engineering,

manufacturing, marketing,

sale,

or

maintenance

of

PSAN

Inflators,

their

component

parts,

or

the

Airbag

Systems

in

which

they

are

or

were

incorporated (collectively,

the

"State

Consumer

Protection

Claims")

shall

be

released,

3

These

laws

are

as

follows:

ALABAMA-

Alabama

Deceptive

Trade

Practices

Act,

Ala.

Code

§§

8-19-1

et

seq.;

ALASKA-

Alaska's

Unfair

Trade

Practices

and

Consumer

Protection

Act,

AS

45.50.471-561;

ARIZONA

-

Arizona

Consumer

Fraud

Act,

A.R.S.

§§

44-1521

et

seq.;

ARKANSAS

-

Arkansas

Deceptive

Trade

Practices

Act,

Ark.

Code

§§

4-88-101,

etseq.-,

CALIFORNIA

-

California

Unfair

Competition

Law,

Ca.

Bus.

&

Prof.

Code

§§

17200

et

seq.-,

California

False

Advertising

Law,

Cal

Bus.

&

Prof.

Code

§ §

17500

et

seq.;

CONNECTICUT

-

Connecticut

Unfair

Trade

Practices

Act,

Conn.

Gen.

Stat.

§ §

42-110a

et

seq.;

DELAWARE

-

Delaware

Consumer

Fraud

Act

and

Uniform

Deceptive

Trade

Practices

Act,

Del.

Code

tit.

6,

§§

2511

to

2536;

DISTRICT

OF

COLUMBIA,

District

of

Columbia

Consumer

Protection

Procedures

Act,

D.C.

Code

§§

28-3901

et

seq.',

FLORIDA

-

Florida

Deceptive

and

Unfair

Trade

Practices

Act,

Fla.

Stat.

§

501.201

et

seq.;

GEORGIA

-

Georgia

Fair

Business

Practices

Act,

Ga.

Code

§§

10-1-390

to

408;

IDAHO

-

Idaho

Consumer

Protection

Act,

Idaho

Code

§§

48-601

et

seq.-,

ILLINOIS

-

Illinois

Consumer

Fraud

and

Deceptive

Business

Practices

Act,

815

ILCS

505/1

et

seq.,

Illinois

Uniform

Deceptive

Trade

Practices

Act,

815

ILCS

510/1

et

seq.-,

INDIANA-

Indiana

Deceptive

Consumer

Sales Act,

Ind.

Code

§§

24-

5-0.5

etseq.-,

IOWA-Iowa

Consumer

Protection

Act,

Iowa

Code

§§

714.16

to

714.16A;

KANSAS

-

Kansas

Consumer

Protection

Act,

Kan.

Stat.

§§

50-623

et

seq.-,

KENTUCKY

-

Kentucky

Consumer

Protection

Act,

Ky.

Rev.

Stat.

§ §

367.110

et

seq.;

LOUISIANA

-

Louisiana

Unfair

Trade

Practices

and Consumer

Protection

Law,

La.

Rev.

Stat.

§§

51:1401

etseq.-,

MAINE

-

Maine

Unfair

Trade

Practices

Act,

Me.

Rev.

Stat.

Title

5,

§§

205-Ato

214;

MARYLAND

-

Maryland

Consumer

Protection

Act,

Md.

Code

Ann.,

Com.

Law

§§

13-101

to

13-501;

MASSACHUSETTS

-

Massachusetts

Consumer

Protection

Act,

Mass.

Gen.

Laws

c.

93

A,

§§2

and

4;

MICHIGAN

-Michigan

Consumer

Protection

Act,

Mich.

Comp.

Laws

§§

445.901

et

seq.-,

MINNESOTA

-Minnesota

Uniform

Deceptive

Trade

Practices

Act,

Minn.

Stat.

§§

325D.43

et

seq.,

Minnesota

Prevention

of

Consumer

Fraud

Act,

Minn.

Stat.

§§

325F.68

etseq.-,

MISSISSIPPI

-

Mississippi

Consumer

Protection

Act,

Miss.

Code.

§§

75-24-1

etseq.-,

MISSOURI

-

Missouri

Merchandising

Practices

Act,

Mo.

Rev.

Stat.

§§

407.010

et

seq.-,

MONTANA

-

Montana

Unfair

Trade

Practices

and

Consumer

Protection

Act,

Mont.

Code

Ann.

§§

30-14-101

et

seq.-,

NEBRASKA-

Nebraska

Uniform

Deceptive

Trade

Practices

Act,

Neb.

Rev.

Stat.

§

87-301

et

seq.;

NEVADA

-

Nevada

Deceptive

Trade

Practices

Act,

Nev.

Rev.

Stat.

§§

598.0903

et

seq.;

NEW

HAMPSHIRE

-

New

Hampshire

Consumer

Protection

Act,

N.H.

Rev.

Stat.

§§

358-A:l

et

seq.',

NEW

JERSEY

-New

Jersey

Consumer

Fraud

Act,

N.J.

Stat.

§§

56:8-1

etseq.-,

NEW

YORK

-New

York

Consumer

Protection

Act,

N.Y.

Gen.

Bus.

Law,

Art.

22-A,

§§

349

to

350;

NORTH

CAROLINA-North

Carolina

Unfair

and

Deceptive

Trade

Practices

Act,

N.C.

Gen.

Stat.

§§

75-1.1,

et

seq.;

NORTH

DAKOTA

-

North

Dakota

Unlawful

Sales

or

Advertising

Practices,

N.D.

Cent.

Code,

§§51-15-01

et

seq.-,

OHIO

-

Ohio

Consumer

Sales Practices

Act,

Ohio

Rev.

Code

§§

1345.01,

et

seq.;

OKLAHOMA

-

Oklahoma

Consumer

Protection

Act,

Okla.

Stat.

Title

15,

§§

751,

etseq.;

OREGON

-

Oregon

Unlawful

Trade

Practices

Act,

ORS

646.605,

et

seq.

;

PENNSYLVANIA

-

Pennsylvania

Unfair

Trade

Practices

and

Consumer

Protection

Law,

Pa.

Stat.

Title

73,

§§

201-1,

et

seq.;

RHODE ISLAND

-

Rhode

Island

Deceptive

Trade

Practices

Act,

R.I.

Gen.

Laws

§§

6-13.1-1,

et

seq.;

SOUTH

CAROLINA

-

South

Carolina

Unfair

Trade

Practices

Act,

S.C.

Code

§§

39-5-10,

et

seq.;

SOUTH

DAKOTA

-

South

Dakota

Deceptive

Trade

Practices

and

Consumer

Protection,

S.D.

Codified

Laws

§§

37-24-1,

etseq.;

TENNESSEE

-

Tennessee

Consumer

Protection

Act,

Tenn.

Code

§§

47-18-101,

et

seq.;

TEXAS

-

Texas

Deceptive

Trade

Practices-Consumer

Protection

Act,

Tex.

Bus.

&

Com.

Code

§§

17.47;

UTAH

-

Utah

Consumer

Sales

Practices

Act,

Utah

Code

§§

13-11-1,

etseq.;

VIRGINIA-Virginia

Consumer

Protection Act,

Va.

Code

§§

59.1-196

to

59.1-207;

WASHINGTON

-

Washington

Consumer

Protection

Act,

Wash.

Rev.

Code

§§

19.86.010,

etseq.;

and

WISCONSIN

-

Wisconsin

Deceptive

Trade

Practices

Act,

Wis.

Stat.

§

100.18.

25

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 26 of 75

discharged

in

accordance

with Section

1141

of

the

Bankruptcy

Code,

and

forever

barred

to

the

fullest

extent

permitted

by

law.

79.

Notwithstanding

any

term

of

this

Settlement

Agreement,

this

Settlement

Agreement

does

not

affect

or

release

the

following:

private

rights

of

action;

a.

b.

claims

of

environmental

or

tax

liability;

criminal

liability;

claims

for

property

damage;

claims

alleging

violations

of

local,

state,

or

federal

securities

laws;

claims

alleging

violations

of

local,

state,

or

federal

antitrust

laws;

d.

6.

any

claims

against

TKH

or

Reorganized

TK

Holdings

by

any

other

agency or

subdivision

of

any

State;

and

any

obligations

created

under

this

Settlement Agreement.

g

h.

SIGNATORIES/SERVICES

80.

The

signatories

for

the

Parties

each

certify

that

he

or

she

is

authorized

to

enter

into

the

terms

and

conditions

of

this Settlement

Agreement

and

to

execute

and

bind

legally

such

Party

to

this

document.

This

Settlement

Agreement

may

be

executed

in

counterparts

and

by

81.

different

signatories

on

separate

counterparts, each

of

which

shall

be

deemed

an

original,

but

all

of

which

shall

together

be

one

and

the

same

Settlement

Agreement.

One

or

more

counterparts

of

this

Settlement

Agreement

may

be

delivered

by

facsimile

or

electronic

transmission

with

the

intent

that

it

or

they

shall

constitute

an

original counterpart

hereof.

82.

The

Plan

Administrator

shall

provide

all notices

to

the

States

required

by

this

Settlement

Agreement

and

send

copies

of

all

reports

and

other

documents

that

the

Plan

26

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 27 of 75

Administrator

is

required

to

submit

or

provide

to

the

States

under

the

terms

of

this

Settlement

Agreement

to

the

persons

identified

on

Schedule

1

annexed hereto.

27

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 28 of 75

THE

UNDERSIGNED

PARTIES

ENTER

INTO

THIS

SETTLEMENT

AGREEMENT

TK

HOLDINGS

INC.

By:

(eJL

Name:

K

A.

T~£/fL

Title:

TwreRSh

r+cruewL

ct^sei-

[Signature

Page

to

Settlement

Agreement]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 29 of 75

in

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

S

.

2018

STEVE

MARSHALL

Attorney

General

Tina

Coker

Hammonds

(J

By:

Assistant

Deputy

Attorney

General

Alabama

State

Bar

JOR039

Office

of

the

Attorney General

of

the

State

of

Alabama

501

Washington

Avenue,

P.O.

Box

300152

Montgomery,

AL

36130

thammonds(5>ago.state.al.us

(334)

242-7355

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 30 of 75

In

re:

TK

HOLDINGS

INC.,

etal..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,2018

JAHNA

LINDEMUTH

Attorney

General

Cynthia

A.

Franklin

Assistant

Attorney

General

Alaska

Bar

#0710057

Office

of

the

Alaska

Attorney

General

1031

W.4

,h

Ave,

Suite

200

Anchorage,

Alaska

99501

By:

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 31 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

IX

.2018

MARK

BRNOVICH

Attorney

General

By:

Bryce

Clark

Assistant

Attorney

General

Arizona

State

Bar

#034080

Office

of

the

Arizona

Attorney

General

2005

N

Central

Ave

Phoenix,

AZ

85004

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 32 of 75

In

re:

TK

HOLDINGS

INC.,

et

al

v

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

IB,

2018

Leslie

Rutledge

Attorney

General

~"C2

By:

David

A.F.

McCoy,

Assistant

Attorney

General

Ark.

Bar

No.2006100

Office

of

the

Arkansas

Attorney

General

323

Center

Street,

Suite

200

Little

Rock,

AR

72201

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 33 of 75

In

re:

TK

HOLDINGS

INC.,

et

a!.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

13,

2018

XAVIER

BECERRA

Attorney

General

By:

Michelle

Borkart

Deputy

Attorney

General

California

State

Bar

#234121

Office

of

the

Attorney

General

of

the

State

of

California

300

S.

Spring

St.

#1702

Los

Angeles,

California

90013

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 34 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree and

Settlement

Agreement

Dated:

February

,

2018

¥!*>

GEORGE

JEPSEN

Attorney

General

By:

^Brendan

T.

Rfynn

>7

Assistant

Deputy

AttornerGseneral

Fed.

Bar

No.

ct04545

Office

of

the

Attorney

General

of

the

State

of

Connecticut

110

Sherman

Street

Hartford,

CT

06105

806-808-5400

860-808-5593

(fax)

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 35 of 75

In

re:

TK

HOLDINGS

INC.,

etal..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,2018

MATTHEW

P.

DENN

Attorney

General^-'

111

Stephen

Deputy

Attopfl^y

General

•epartment

of

Justice

820

N.

French

St.,

5

th

Floor

Wilmington,

DE

19801

7

Id

lli

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 36 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

Karl

Racine

Attorney

General

By:

Gary

M.

Tan

Assistant

Attorney

General

District

of

Columbia

Bar

#987796

Office

of

the

Attorney

General

for

the

District

of

Columbia

4414

th

Street,

N.W.,

Suite

600

South

Washington,

DC

20001

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 37 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

PAMELA

JO

BONDI

ATTORNEY

GENERAL

OF

FLORIDA

/s/Patrice

Mallov

Patrice

Malloy

Chief,

Multi-State

and

Privacy

Bureau

Florida

Bar

#137911

Office

of

the

Florida

Attorney

General

110

S.E.

6

th

Street

Fort

Lauderdale,

Florida

33301

By:

/s/Greeorv

Sadowski

Gregory

Sadowski

Assistant

Attorney

General

Florida

Bar

#0101960

Office

of

the

Florida

Attorney

General

110

S.E.

6

th

Street

Fort

Lauderdale,

Florida

33301

By:

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 38 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

_3_,

2018

Christopher

M.

Carr

Attorney

General

<7N

0fiJkMvsr'

By:

LauJ-CTi

A.

Villnow

Assistant

Attorney

General

Georgia

State

Bar#577948

Office

of

the

Attorney

General

of

the

State

of

Georgia

2

Martin

Luther

King,

Jr.

Drive

Suite

356

Atlanta,

Georgia

30334

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 39 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

ffiH.

2018

LAWRENCE

G.

WASDEN

Attorney-General

yn

/^Stephanie

N.

Guyon

y

(

Depjuty

Attorney

General

^Hdtrfto

State

Bar

#

5989

Office

of

the

Idaho

Attorney

General

Consumer

Protection

Division

P.O.

Box

83720

Boise,

ID

83720-0010

jgLJ

By:

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 40 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

±,

Dated:

February

2018

LISA

MADIGAN

Illinois

Attorney

General

By:

Greg

Gr^skiewicz

O

U

Assistant

Bureau

Chief

Consumer

Fraud

Bureau,

Northern

Region

100

West

Randolph

Chicago,

Illinois

60601

(312^814-2218

AAaJAdAajH(it^iA._

7

By.

Cassandra

Halm

Assistant

Attorney

General

Consumer

Fraud

Bureau,

Southern

Region

500

South

Second

Street

Springfield,

Illinois

62706

(217)

782-2398

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 41 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

Curtis

T.

Hill,

Jr.

Indiana

Attorney

General

By:

Mark

M.

Spertfg

Deputy

Attorney

General

Indiana

State

Bar#

29495-49

Office

of

the

Indiana

Attorney

General

302

West

Washington

Street,

5

th

Floor

Indianapolis,

IN

46228

grass

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 42 of 75

STATE

OF

IOWA

THOMAS

J.

MILLER

ATTORNEY

GENERAL

OF

IOWA

By:

Max

M.

Miller

Consumer

Protection

Division

Office

of

the

Iowa

Attorney

General

1305

E.

Walnut

St.

Des

Moines,

IA

50319

Telephone:

(515)

281-5926

Fax:(515)

281-6771

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 43 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

9,

2018

Derek

Schmidt

Attorney

General

By:

Jonathan

E.

Trotter,

KS#27650

Assistant

Attorney

General

Office

of

the

Kansas

Attorney General

120

S.W.

10

th

Avenue,

2nd

Floor

Topeka,

Kansas

66612-1597

Tel:

(785)

296-3751

Fax:(785)

291-3699

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 44 of 75

In

re:

TK

HOLDINGS

INC.,

etal.

;

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12

.2018

ANDY

BESMEAR

Attorney

General

By:

/s/

John

Ghaelian

John

Ghaelian

Assistant

Attorney

General

Office

of

the

Kentucky

Attorney

General

Office

of

Consumer

Protection

1024

Capital

Center

Drive,

Suite

200

Frankfort,

KY

40601

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 45 of 75

FOR

PLAINTIFF

STATE

OF

LOUISIANA

JEFF

LANDRY

Attorney

General

State

of

Louisiana

'yfajUJL

fltl feCttx/uyfl

ACTE

L.

DEBLIEUX

ST

LA

Bar

#29142

Assistant

Attorney

General

Public

Protection

Division

1885

North

Third

St.

Baton

Rouge,

LA

70802

Tel:

(225)

326-6400

Fax:

(225) 326-6499

Email:

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 46 of 75

I

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

1

Dated:

February

,2018

JANET

T.

MILLS

Attorney

General

V

""*X

By:

Linda

Conti

Assistant

Attorney

General

Office

of

the

Attorney

General

of

the

State

of

Maine

6

State

House

Station

Augusta,

Maine

04333-0006

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 47 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

CONSUMER

PROTECTION

DIVISION

OFFICE

OF

THE

ATTORNEY

GENERAL

OF

MARYLAND

a

/).

—-

By:

Elizabeth

J.

^tprn

Assistant

Attorney General

Office

of

the

Attorney

General

Consumer

Protection

Division,

16

th

Floor

Baltimore,

MD

21202

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 48 of 75

In

re:TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

13,

2018

MAURA

HEAlEY

Attorney

General

By:

Shennan

Kavanagh

Assistant

Attorney

Gene

Massachusetts

Bar

No.

655174

Office

of

the

Attorney

General

of

the

Commonwealth

of

Massachusetts

1

Ashburton

Place

Boston,

MA

02108

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 49 of 75

•V.

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

4

Dated:

February

,2018

.

BILL

SCHUETTE

Michigan

Attorney

General

feLft

(Ulao:

Kathy

Fitzge^ld

0

Assistant

Attorney

General

Michigan

State

Bar#P31454

Office

of

the

Attorney

General

of

the

State

of

Michigan

Corporate

Oversight

Division

Post

Office

Box

30755

Lansing,

Ml

48909

By:

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 50 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

LORI

SWANSON

Attorney

General

By:

i

Frances

Kern

Assistant

Attorney

General

Minnesota

State

Bar

#0395233

Minnesota

Attorney

General's

Office

445

Minnesota

Street,

Suite

1200

St.

Paul,

MN

55101

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 51 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

13,2018

JIM

HOOD

Attorney

General

V-

3

/JfCuJ

^

By:

f

Gail

W.

Lowery

Special

Assistant

Attorney

General

Mississippi

State

Bar

it

1460

Office

of

the

Attorney

General

of

the

State

of

Mississippi

Post

Office

Box

22947

Jackson,

Mississippi

39225

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 52 of 75

JOSHUA

D.

HAWLEY

Attorney

General

Is/

Michael

Schwalbert

Michael

Schw

albert,

MO

Bar

#63229

Assistant

Attorney

General

815

Olive

Street,

Suite

200

Saint

Louis,

Missouri

63101

Phone:

314-340-7888

Fax:

314-340-7957

[email protected]

ATTORNEY

FOR

PLAINTIFF

STATE

OF

MISSOURI

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 53 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

^2-

.2018

TIMOTHY

C.

FOX

Montana

Attorney

General

i6JJxu

1.

Kelley

Hu£m

By:

ard

Assistant

Attorney

General

Montana

State

Bar

#9604

Office

of

the

Attorney

General

of

the

State

of

Montana

P.O.

Box

200151

Helena,

MT

59601

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 54 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

I**

1

Dated:

February

,2018

DOUGLAS

J.

PETERSON

Attorney

General

f

By:

Thomas

J.

freeman

Assistant

Attorney

General

Nebraska

State

Bar

#23639

Office

of

the

Attorney

General

of

the

State

of

Nebraska

2115

State

Capitol

Building

Lincoln,

NE

68508

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 55 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

Adam

Paul

Laxalt

Attorney

General

By:

.

Tucker

Deputy

Attorney

General

Nevada

State

Bar

#13268

Office

of

the

Nevada

Attorney

General

100

N.

Carson

Street

Carson

City,

NV

89701

Lau<

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 56 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

2018

GORDON

J.

MACDONAND

Attorney

General)

sjOi

?

By:

Jamffs/T.

Boffettl

/

/j

A

Sepor

Assistant

Att^ney

Gwwal

^/Hampshire

Stdte

Bar

#9948

Office

of

the

Attorney

General

of

the

State

of

New

Hampshire

33

Capitol

Street

Concord,

New

Hampshire

03833

603.271.0302

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 57 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

GURBIRS.

GREWAL

Attorney

General

of

the

State

of

New

Jersey

IdblUu

0

By:

Patricia

A.

Schiripo

Assistant

Section

Chief/Deputy

Attorney

General

Consumer

Fraud

Prosecution

Section

124

Halsey

Street

-

5

th

Floor

Newark,

New

Jersey

07102

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 58 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

9,2018

ERICT.

SCHNEIDERMAN,

Attorney

General

of

the

State

of

New

York

By:

Laura

Levine

Deputy

Bureau

Chief

Bureau

of

Consumer

Frauds

&

Protection

Office

of

the

New

York

State

Attorney

General

120

Broadway

Third

Floor

New

York,

New

York

10271

(212)

416-8313

Laura.levinef5)ag.nv.gov

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 59 of 75

In

re:TK

HOLINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

13,

2018

JOSH

STEIN

Attorney

General

torrey

Dixon

^

By:

Assistant

Attorney

General

NC

Department

of

Justice

North

Carolina

State

Bar

#

36176

114

West

Edenton

Street

Raleigh,

NC

27603

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 60 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

STATE

OF

NORTH DAKOTA

Wayne

Stenehjem

Attorney

General

P

By:

Parrell

D.

Grossman,

ND

ID

04684

Director,

Consumer

Protection

&

Antitrust

Division

Office

of

Attorney

General

Gateway

Professional

Center

1050

E

Interstate

Ave,

Ste

200

Bismarck,

ND

58503—5574

Telephone

(701)

328-5570

Facsimile

(701)

328-5568

[email protected]

Attorneys

for

the

State

of

North

Dakota

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 61 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

9.

2018

Michael

DeWine

Ohio

Attorney

General

Melissa

Wright

(Ohio

Bar

i

Assistant

Section

Chief

\J

"

By:

0077843)

Teresa

Heffernan

(Ohio

Bar

No.

0080732)

Senior

Assistant

Attorney

General

Consumer

Protection

Section

30

East

Broad

Street,

14

th

Floor

Columbus,

Ohio

43215

(614)

466-8169;

(866)

528-7423

(facsimile)

nnelissa.wright<5>ohioattornevgeneral.gov

teresa.heffernangPohioattornevgeneral.gov

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 62 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

\

*2-

,2018

MIKE

HUNTER

ATTORNEY

GENERAL

FOR

THE

STATE

OF

OKLAHOMA

OdM.

By:.

Malisa

McPherson, OBA

#32070

Assistant

Attorney

General

Deputy

Chief,

Consumer

Protection

Unit

313

N.E.

21

st

Street

Oklahoma

City,

Oklahoma

73105

Telephone:

(405)

522-1015

Fax:

(405)522-0085

Email:

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 63 of 75

In

re:TK

HOLDINGS

INC.,

etal..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

ELLEN

F.

ROSENBLUM

Attorney

General

By:

Carolyn

GMA/adjs

Senior

Assistant

Attorney

General

Oregon

State

Bar

832120

Oregon

Department

of

Justice

1162

Court

Street

NE

Salem,

OR

97301

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 64 of 75

In re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12*,

2018

JOSH

SHAPIRO

Attorney

General

B

>hn

M.

Abel

SEnior

Deputy

Attorney

General

PA'Attomey

I.D.

#47313

Commonwealth

of

Pennsylvania

Office

of

the

Attorney

General

Bureau

of Consumer

Protection

15

,h

Floor,

Strawberry

Square

Harrisburg,

PA

17120

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 65 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

PETER F.

KILMARTIN

Attorney

General

State

of

Rhode

Island

By:

/s/

Edmund

F.

Murray,

Jr.

Edmund

F.

Murray,

Jr.

Special

Assistant

Attorney

General

Rhode

Island

State

Bar

#

3096

Rhode

Island

Department

of

Attorney

General

150

South

Main

Street

Providence,

Rhode

Island

02903

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 66 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

,

2018

By:

ALAN

WILSON

Attorney

General

Office

of

the

Attorney

General

of

the

State

of

South

Carolina

Post

Office

Box

11549

Columbia,

South

Carolina

29201

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 67 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

Marty

J.

Jackley

Attorney

General

By:

ifj

^iimon

Assistant

Deputy

Attorney

General

South

Dakota

State

Bar

#3913

South

Dakota

Attorney

General's

Office

1302

E.

Hwy.

14,

Ste.

1

Pierre,

South

Dakota

57501

in

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 68 of 75

In

re:

TK

HOLDINGS

INC.,

et

al

v

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

,

2018

HERBERT

H.

SLATERY

III

Tentifissee

Attorney

General

^

0-

By:

>fate

Casey

Assistant

Attorney

General

Tennessee

State

Bar

#

031060

Office

of

the

Attorney

General

of

the

State

of

Tennessee

Post

Office

Box

20207

Nashville,

Tennessee

37202

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 69 of 75

In

re:

TK

HOLDINGS

INC.,

et

al.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

\X

,

2018

KEN

PAXTON

Attorney

General

of Texas

JEFFREY

C.

MATEER

First

Assistant

Attorney

General

BRANTLEY

STARR

Deputy

First

Assistant

Attorney

General

JAMES

E.

DAVIS

Deputy

Attorney

General

for

Civil

Litigation

PAUL

SINGER

Chief,

Consumer

Protection

Division

RAYMOWG.mAH

State

Bar'No.

00794391

Assistant

Attorney

General

[email protected]

Office

of

the

Attorney

General

Consumer

Protection

Division

P.O.

Box

12548

Austin,

Texas

78711-2548

(512)

936-1705

Telephone

(512) 463-1267

Facsimile

ATTORNEYS

FOR

THE

STATE

OF

TEXAS

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 70 of 75

In

re:

TK

HOLDINGS

INC.,

etal.,

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

SEAN

REYES

Attorney

General

—---

%

By:

Kevin

McLean

Assistant

Attorney

General

Utah

Bar

#16101

Utah

Attorney

General's

Office

PO

Box

140872

Salt

Lake

City,

UT

84114-0872

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 71 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

Mark

R.

Herring

Attorney

General

Cynthia

E.

Hudson

Chief

Deputy

Attorney

General

Samuel

T.

Towell

Deputy

Attorney

General

Richard

S.

Schweiker,

Jr.

Senior

Assistant

Attorney

General

and

Chief

Mark

S.

Kubiak

Assistant

Attorney

General

and

Unit

Manager

Stephen

J.

Sovinsky

Assistant

Attorney

General

Stepheruohn

Sovinsky

By:

7

Assistant

Attorney

General

Virginia

State

Bar

#85637

Office

of

the

Attorney

General

of

Virginia

Consumer

Protection

Section

202

North

Ninth

Street

Richmond,

Virginia

23219

Phone:

(804)

823-6341

Fax:

(804)

786-0122

Email:

[email protected]

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 72 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

I

.

2018

ROBERT

W.

FERGUSON

Attorney

General

I

By:

y

Marc

Worthy

Assistant

Attorney

General

Washington

State

Bar

#29750

Office

of

the

Attorney

General

of

the

State

of

Washington

800

5

th

Avenue,

Suite

2000,

TB-14

Seattle,

Washington,

98104-3188

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 73 of 75

In

re:

TK

HOLDINGS

INC.,

et

al..

Debtors

Consent

Decree

and

Settlement

Agreement

Dated:

February

12,

2018

BRAD

D.

SCHIMEL

Wisconsin

Attorney

General

By:

Lewis

W.

Beilin

Assistant

Attorney

General

Wisconsin

State

Bar

#1038835

Wisconsin

Department

of

Justice

17

West

Main

Street

Post

Office

Box

7857

Madison,

Wisconsin

53707-7857

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 74 of 75

SCHEDULE

1

Any

notices

required

to

be

sent

to

the

States

or

to

TKH

or

Reorganized

TK

Holdings

under

the

Settlement

Agreement

shall

be

sent

by

United

States

mail

or

certified

mail

return

receipt

requested

to

the

following

addresses:

i

TK

HOLDINGS

INC.

2500

Takata

Drive

Auburn

Hills,

Michigan

48326

Attn:

Keith

Teel,

Esq.

([email protected])

-and-

Weil,

Gotshal

&

Manges

LLP

767

Fifth

Avenue

New

York,

New

York

10153

Attn:

Marcia

L.

Goldstein,

Esq.

([email protected])

ATTORNEYS

GENERAL

MULTISTATS

WORKING

GROUP

South

Carolina

Office

of

the

Attorney

General

Post

Office

Box

11549

Columbia,

South

Carolina

29201

Attn:

Jared

Q.

Libet

([email protected])

-and-

Tennessee

Attorney

General's

Office

Post

Office

Box

20207

Nashville,

TN

37202

Attn:

Gill

Geldreich

([email protected])

Any

Party

may

change

its

designated

notice

recipient(s)

by

written

notice

to

each

of

the

other

Parties.

1

Case 17-11375-BLS Doc 2409-1 Filed 03/14/18 Page 75 of 75