IN THE UNITED STATES DISTRICT COURT FOR THE …

1 IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF south carolina GREENWOOD DIVISION In re: Building Materials Corporation of America Asphalt Roofing Shingle Products Liability Litigation )))))))))))))))))MDL No.: 8:11-mn-02000-JMC This Agreement relates to: SUSAN D. ASHLEY, on behalf of herself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. Civil Action No. 8:13-03424-JMC THOMAS BYRD, on behalf of himself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No. 8:12-00789-JMC KATHLEEN ERICKSON, on behalf of herself and all others similarly situated, Plaintiff, v.

2 GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No. 8:11-03085-JMC 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 1 of 74 TINA GRIFFIN, on behalf of herself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No. 8:12-00082-JMC DIANE HANER, on behalf of herself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No. 8:11-02926-JMC SYBIL MCDANIEL, on behalf of herself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No.

3 8:11-02879-JMC JAMES MOROCCO, on behalf of himself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ))))))))))) Civil Action No. 8:11-02785-JMC 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 2 of 74 ANGELA POSEY, on behalf of herself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ) ) ) ) ) ) Civil Action No. 3:11-02784-JMC ) ) ) ) _____ ) MICHAEL RAGAN, on behalf of himself and all others similarly situated, Plaintiff, v. GAF MATERIALS CORPORATION, Defendant. ) ) ) ) ) ) Civil Action No. 8:12-00095-JMC ) ) ) ) _____) AMENDEDSETTLEMENTAGREEMENT Decembe~ 2014 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 3 of 74 TABLE OF CONTENTS Page 1.

4 RECITALS ..1 2. DEFINITIONS ..8 3. EFFECTIVE DATE ..16 4. CLASS CERTIFICATION ..16 5. CLAIMS TO BE COMPENSATED BY THE SETTLEMENT ..17 6. RELEASE ..21 7. CLAIMS PROGRAM PROCEDURES ..24 8. SPECIAL MASTER ..37 9. AMOUNTS PAYABLE WITH RESPECT TO CLAIMS ..38 10. ATTORNEYS FEES AND INCENTIVE PAYMENTS TO THE CLASS REPRESENTATIVES ..41 11. THE PRELIMINARY APPROVAL ORDER ..42 12. NOTICE OF PROPOSED 13. SETTLEMENT CLASS MEMBERS RIGHT OF EXCLUSION AND TO OBJECT ..45 14. FINAL JUDGMENT OF DISMISSAL ..48 15. EXCLUSIVE REMEDY; DISMISSAL OF ACTION; JURISDICTION OF COURT ..49 16. OTHER TERMS AND CONDITIONS ..50 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 4 of 74 AMENDEDSETTLEMENTAGREEMENT IT IS HEREBY AGREED, as of December 2, 2014, by, between and among Susan D.

5 Ashley, Thomas Byrd, Kathleen Erickson, Tina Griffin, Diane Haner, Sybil McDaniel, James Morocco, Angela Posey and Michael Ragan, named plaintiffs in the nine above-captioned actions (hereinafter "Plaintiffs"), in their individual and representative capacities on behalf of themselves and a putative Settlement Class (as defined herein), and defendant Building Materials Corporation of America d/b/a GAF Materials Corporation (hereinafter "GAF") (collectively, the "Parties"), by and through their duly authorized counsel, that, in consideration of the promises and covenants set forth in this Amended Settlement Agreement (hereinafter "Agreement") and upon entry by the UNITED STATES DISTRICT COURT for the DISTRICT of south carolina (the " COURT " or "this COURT ") of a Final Order and Judgment (as defined herein) approving this Agreement and all of its terms, the claims asserted against GAF in these actions shall be settled, dismissed, released and compromised upon the terms and conditions set forth in this 1.

6 RECITALS WHEREAS, a putative class action brought by plaintiff Susan D. Ashley on behalf of owners of structures located within Texas or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF's manufacturing facility in Dallas, Texas have been installed, was filed in 2013 in the UNITED STATES DISTRICT COURT for the Southern DISTRICT of Texas, and transferred to the UNITED STATES DISTRICT COURT for the DISTRICT of south carolina (" DISTRICT of south carolina "), under the caption Susan D. Ashley, on behalf of herself and all others similarly situated v. GAF Materials Corporation, No. 13-cv-03424 ( ); and 1 This Agreement amends the Settlement Agreement, dated September 23, 2014 (ECF No.)

7 106-1 (CIA No. 11-mn-02000-JMC)). 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 5 of 74 2 WHEREAS, a putative class action brought by plaintiff Thomas Byrd on behalf of owners of structures located within Georgia or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Tampa, Florida have been installed, was filed in 2012 in the UNITED STATES DISTRICT COURT for the Southern DISTRICT of Georgia, and transferred to the DISTRICT of south carolina , under the caption Thomas Byrd, on behalf of himself and all others similarly situated v. GAF Materials Corporation, No.

8 12-cv-00789 ( ); and WHEREAS, a putative class action brought by plaintiff Kathleen Erickson on behalf of owners of structures located within North carolina or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Goldsboro, North carolina have been installed, was filed in 2011 in the UNITED STATES DISTRICT COURT for the DISTRICT of New Jersey, and transferred to the DISTRICT of south carolina , under the caption Kathleen Erickson, on behalf of herself and all others similarly situated v. GAF Materials Corporation, No. 11-cv-03085 ( ); and WHEREAS, a putative class action brought by plaintiff Tina Griffin on behalf of owners of structures located within Massachusetts or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Millis, Massachusetts have been installed, was filed in 2011 in the UNITED STATES DISTRICT COURT for the DISTRICT of Massachusetts, and transferred to the DISTRICT of south carolina , under the caption Tina Griffin, on behalf of herself and all others similarly situated v.

9 GAF Materials Corporation, No. 12-cv-00082 ( ); and WHEREAS, a putative class action brought by plaintiff Diane Haner on behalf of owners of structures located within Minnesota or, alternatively, within certain of the 8:11-mn-02000-JMC Date Filed 12/02/14 Entry Number 117-2 Page 6 of 74 3 UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Minneapolis, Minnesota have been installed, was filed in 2011 in the UNITED STATES DISTRICT COURT for the DISTRICT of Minnesota, and transferred to the DISTRICT of south carolina , under the caption Diane Haner, on behalf of herself and all others similarly situated v.

10 GAF Materials Corporation, No. 11-cv-02926 ( ); and WHEREAS, a putative class action brought by plaintiff Sybil McDaniel on behalf of owners of structures located within Virginia or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Baltimore, Maryland have been installed, was filed in 2011 in the UNITED STATES DISTRICT COURT for the Eastern DISTRICT of Virginia, and transferred to the DISTRICT of south carolina , under the caption Sybil McDaniel, on behalf of herself and all others similarly situated v. GAF Materials Corporation, No. 11-cv-02879 ( ); and WHEREAS, a putative class action brought by plaintiff James Morocco on behalf of owners of structures located within Florida or, alternatively, within certain of the UNITED STATES , on which Timberline shingles manufactured at GAF s manufacturing facility in Tampa, Florida have been installed, was filed in 2011 in the UNITED STATES DISTRICT COURT for the DISTRICT of New Jersey, and transferred to the DISTRICT of south carolina , under the caption James Morocco, on behalf of himself and all others similarly situated v.