IN THE CIRCUIT COURT FOR THE SIXTH JUDICIAL CIRCUIT MACON COUNTY, DECATUR, ILLINOIS

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1 IN THE CIRCUIT COURT FOR THE SIXTH JUDICIAL CIRCUIT MACON COUNTY, DECATUR, ILLINOIS DAVID L. FOULKE, as the administrator of the Estates of Jack S. Foulke and Roberta P. Foulke, Deceased and as Trustee of the Roberta P. Foulke testamentary trust; N. JEAN PENSE; KENNETH W. SMITH; PATRICIA ANNE SMITH, HELEN G. HUGHES; and ANNE M. GILLILAND, on behalf of themselves and all others similarly situated, Plaintiffs, v. No. 92 L 317 ILLINOIS CENTRAL RAILROAD COMPANY, an Illinois Corporation and CANADIAN NATIONAL RAILWAY COMPANY, a Canadian corporation, Defendants, consolidated with FRED LABREE, JR., and THE CITY OF RUTLAND, an Illinois Municipal Corporation, THE CITY OF MINONK, an Illinois Municipal Corporation; on behalf of themselves and all others similarly situated, Plaintiffs, v. No. 96-CH-171 ILLINOIS CENTRAL RAILROAD COMPANY, an Illinois Corporation and CANADIAN NATIONAL RAILWAY COMPANY, a Canadian corporation, Defendants. NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT To: ALL INDIVIDUALS, ENTITIES AND MUNICIPALITIES WHO PAID MONEY TO ILLINOIS CENTRAL RAILROAD COMPANY ( ICRR OR ITS PREDECESSOR(S TO OBTAIN A QUITCLAIM DEED FOR ABANDONED RIGHT-OF-WAY PROPERTY. Pursuant to 735 ILCS 5/2-803, and the order of the Circuit Court of Macon County, Illinois ( the Court, YOU ARE HEREBY NOTIFIED as follows: 1. Property records indicate that you (or a person for whom you are an heir, legatee, trustee, administrator, or successor may have paid money in return for a quitclaim deed from ICRR or its predecessor, ILLINOIS CENTRAL GULF RAILROAD COMPANY, concerning certain abandoned railroad 1

2 right-of-way lands in Illinois. As described hereinafter, the Court has ordered that any legal claims you may have regarding this transaction are to be consolidated and resolved as a class action under the law of Illinois. 2. The above-mentioned lawsuit ( the Lawsuit is pending in the Court. This Notice has been sent to inform you that you may be a Class Member, and to inform you of a proposed settlement of that Lawsuit, and of a court hearing to consider the fairness, reasonableness and adequacy of that settlement s terms and other matters relating to it. This Notice is not an expression by the Court of any opinion as to the merits of any claims or defenses by any of the parties. THE LAWSUIT, FACTS AND THE SETTLEMENT. 3. The Plaintiffs in this Lawsuit are either individuals or entities that owned land adjacent to right-of-way land over which ICRR formerly operated trains, and which it abandoned at various times from 1982 to 1990, or municipalities that paid money for abandoned railroad right-of-way land within their municipal limits. The Plaintiffs have alleged that right-of-way property involved in the following abandonments is at issue in the Lawsuit: a In 1982 the line from Assumption, Illinois to Branch Junction (just north of Centralia, Illinois; b In 1983 the line from Normal, Illinois to Hayworth, Illinois; c In 1983 the line from Bloomington, Illinois to Hayworth, Illinois; d In 1983 the line from Freeport, Illinois to Karrick, Illinois; e In 1986 the line between Clinton, Illinois and Maroa, Illinois; f In 1990 the line between Forsyth, Illinois and Maroa, Illinois. 4. The defendant is ICRR. ICRR sold quitclaim deeds to these abandoned right-of-way properties to the adjacent landowners. On November 23, 1992, the named Plaintiffs sued ICRR, claiming it had defrauded each of them by selling them abandoned right-of-way lands when it had no right to do so. Specifically, Plaintiffs claim ICRR knew at the time of the sales that it had no conveyable interest in the abandoned right-of-way lands, but did not disclose this fact to Plaintiffs. Through the Lawsuit, Plaintiffs seek the return of the purchase price they paid for the abandoned right-of-way property, plus attorneys fees, interest, punitive damages and costs. 5. This Settlement concerns the return of purchase monies paid to ICRR and not any person s, entity s or municipality s ownership rights in the property. Thus, PARTICIPATION IN THE LAWSUIT AND SETTLEMENT DOES NOT AFFECT YOUR OWNERSHIP RIGHTS, IF ANY, IN THE RIGHT-OF-WAY PROPERTY. 6. ICRR has denied, and continues to deny, all of the claims made by Plaintiffs. ICRR denies that it acted fraudulently or improperly in any respect, and denies it had no conveyable interest in the abandoned right-of-way lands when it sold them. ICRR has denied, and continues to deny, any and all liability, and has asserted various affirmative defenses to Plaintiffs claims. 7. The parties have agreed to settle this Lawsuit for an aggregate amount not to exceed $5,805,000, and have recently obtained the Court s preliminary approval of that Settlement Agreement ( the Agreement or Settlement. Each member of the Class that takes part in the Settlement will receive dollar for dollar what he, she or it paid to ICRR for the abandoned right-of-way property, plus some amount of interest to be mutually agreed upon by Class Counsel and Defense Counsel after the total value of the claims has been determined. However, to the extent the total claims exceed the aggregate $5,805,000, the Settlement payments 2

3 will be reduced on a pro rata basis. Attorneys representing the Class ( Class Counsel have analyzed and evaluated the merits of all the claims made against ICRR in the Lawsuit, and the impact of the Settlement on the named Plaintiffs and the Class. Class Counsel is aware that ICRR has substantial defenses to Plaintiffs allegations and causes of action, upon which ICRR might ultimately prevail, and that, as a result, Plaintiffs and the Class might not receive any benefit or consideration for the claims asserted in the Lawsuit. Based upon their analysis and evaluation of a number of factors, and recognizing the substantial risks of continued litigation, including the likelihood that the Lawsuit, if not settled now, might not result in any recovery whatsoever for the Class, or may result in a recovery which is not as favorable as the Settlement for members of the Class, Class Counsel is satisfied that the terms and conditions of the Agreement are fair, reasonable and adequate and that this Settlement is in the best interests of the Class. The Court has preliminarily agreed that the proposed settlement is fair, reasonable, adequate and in the best interests of the Class. WHAT YOU NEED TO DO. 8. You are not a member of the Class simply by virtue of having received this Notice. In order to become eligible to receive settlement proceeds (defined in the Agreement as a Paid Class Claim under the Agreement you must first apply to become a member of the Class by doing the following: (1 affirming in the attached Claim Form your belief that you are a member of the Class, and (2 you are encouraged to submit documentary evidence that supports your claim. If you wish to obtain recovery under the proposed Agreement YOU MUST COMPLETE THE APPROPRIATE CLAIM FORM ATTACHED HERETO AND MAIL IT TO THE CLAIMS ADMINISTRATOR AT THE FOLLOWING ADDRESS: Foulke, et al. v. Illinois Central Railroad Company, et al. c/o The Garden City Group, Inc. P.O. Box 9172 Dublin, OH THE CLAIM FORM MUST BE POSTMARKED BY OCTOBER 30, IF A CLAIM FORM ON YOUR BEHALF IS NOT POSTMARKED BY THAT DATE, YOU MAY BE BARRED FROM PARTICIPATING IN THE CLASS ACTION SETTLEMENT. 9. You are encouraged to submit copies of any documentary evidence that supports your claim to Class Membership. For example, you should provide copies of any real estate contracts, cancelled checks, deeds, real estate tax bills, mortgages, etc. Failure to do so may prevent you from receiving any settlement proceeds. 10. You can exclude yourself from the Class and the Settlement. If you exclude yourself from the Class, you will not be part of the Settlement. You will also not be bound by any rulings of the Court in the Lawsuit, you will not be entitled to share in the Settlement proceeds obtained by Plaintiffs and the Class in the Lawsuit, and you will be free to pursue, at your own expense, whatever legal rights you may have. If you wish to exclude yourself from the Class, you should send the Claims Administrator an exclusion request at the address provided above. The exclusion request should include your signature, full name, address and phone number. Please do not contact or send requests for exclusion to the Court. Your written request for exclusion must be postmarked on or before October 26, THE CLAIMS SUBMISSION PROCESS. 11. Timely Submission of Class Members Claims. You must submit your Claim Form to the Claims Administrator in order to be eligible to receive a Paid Class Claim. Claim Forms must be submitted in accordance with paragraph 12 below, and must be received by the Claims Administrator postmarked on or before October 30, Claim Form. Potential Class Members are required to complete and submit that version of the Claim Form that pertains to them. For example, individuals are to submit the Claim Form for 3

4 Individual Purchasers, businesses and other entities are to submit the Claim Form for Corporations and Other Business Entities, municipalities are to submit the Claim Form for Municipalities, and the State of Illinois is to submit the Claim Form for The State of Illinois. In the event that you purchased more than one abandoned right-of-way property from ICRR, you should still submit only one Claim Form. In the Claim Form, Class Members requesting to receive Paid Class Claims must affirm their knowledge of the following information: a The date on which the Class Member purchased the quitclaim deed; and b The amount the Class Member paid for that quitclaim deed. 13. In addition, in order to receive a Paid Class Claim, each potential Class Member is encouraged to submit documentary evidence satisfactory to Class Counsel and Defense Counsel that, at the time of the purchase of the quitclaim deed, the Class Member (or his or her heir, legatee, trustee, administrator or successor, if an individual paid money to ICRR or its predecessor to purchase a quitclaim deed for abandoned railroad right-of-way property, and that the Class Member, if an individual or entity, owned property adjacent to the abandoned right-of-way property described in the quitclaim deed at the time of the purchase, or, if in the case of municipalities, purchased a quitclaim deed for abandoned railroad right-of-way property located within its municipal limits. 14. Payment of Claims. The completed Claim Form and the submitted documentary evidence will be used to determine the Class Member s entitlement to receive a Paid Class Claim. Payment of Paid Class Claims shall be mailed to the address provided by you in the Claim Form. The payment date will be determined by the Court. 15. Plan of Allocation. Within seven (7 days after the Order Granting Final Approval becomes Final, payments of Class Claims shall be distributed pursuant to the Plan of Allocation set forth in this paragraph. Upon entry of the Order Granting Final Approval, monies shall be allocated in the following manner: a $5000 incentive payment to David L. Foulke as the administrator of the Estate of Jack S. Foulke; b $5000 incentive payment to David L. Foulke as the Trustee of the Estate of Roberta P. Foulke testamentary trust; c $5000 incentive payment to N. Jean Pense; d $5000 incentive payment to Fred LaBree, Jr.; e $5000 incentive payment to the City of Minonk; f $5000 incentive payment to the City of Rutland; g As to each of the Class Members: i. Dollar for dollar for the full purchase price paid at closing; and ii. Some amount of prejudgment interest to be mutually agreed upon by Class Counsel and Defense Counsel after the total value of requests for Paid Class Claims has been received. It is Class Counsel s intent to pay 5% simple interest thereon from the time of purchase until time of payment pursuant to this Agreement, and no more than this amount, although payments in such amounts are not guaranteed. ICRR will not object to a 5% simple interest 4

5 payment, provided that sufficient funds exist in the Escrow Account for such payment. Any interest will be paid pro rata to the amount of the Paid Class Claim. To the extent that the total claims exceed the funds available in the Escrow Account, the pay out shall be reduced on a pro rata basis. EFFECT OF APPROVAL OR DISAPPROVAL OF SETTLEMENT. 16. The Agreement requires the entry of final judgment dismissing the Lawsuit, and, among other things, providing that each Class Member will release and be enjoined from suing: (i ICRR; (ii any successor, predecessor, subsidiary, parent, personal representative, estate, heir, beneficiary, administrator, executor or insurer of ICRR on any and all claims, actions, causes of action, rights or liabilities, known or unknown, that such Class members have, or may in the future have, related in any way to the Lawsuit. FEES AND EXPENSES OF CLASS COUNSEL. 17. Pursuant to the Agreement, Class Counsel will petition the Court for an award of reasonable attorneys' fees, costs and expenses, to be paid separately from the $5,805,000 Escrow Account. The payment of attorneys fees and costs will not affect the amount of funds available for Class Members. Class Counsel s petition may include estimated fees and expenses expected to be incurred during the administration of the Settlement. Class Counsel have requested an award of fees in the amount of $3,700,000 or less, provided that there is no further contest or litigation concerning the Settlement after the hearing described in paragraph 18 below. Costs, including the costs associated with the claims administrator and Judge Seibel, if necessary, are estimated to total approximately $135,000. NOTICE OF HEARING ON PROPOSED SETTLEMENT AGREEMENT, PLAN OF ALLOCATION, AND PETITION FOR ATTORNEYS' FEES AND COSTS. 18. The Court has preliminarily approved the Agreement and the proposed Plan of Allocation. A hearing will be held before the Court on November 16, 2007, at 9:30 A.M. in Courtroom 5B (or at such other time as the Court may hereafter determine for the purpose of allowing Class Members an opportunity to voice approval of or object to: a The Agreement and whether it should be finally approved as fair, reasonable and adequate and in the best interests of the Class, and whether judgment should be entered dismissing the action in accordance with the Agreement's terms; and b The proposed Plan of Allocation and structural relief and whether it should be approved as fair, reasonable and adequate; and c The application of Class Counsel for an award of attorneys' fees, costs, and expenses; and d Incentive awards to named Plaintiffs. The hearing may be continued by the Court without further written notice. 19. Any Class Member may appear in person or by counsel of their own choosing and at their own expense, or by written submission, at the hearing to express approval of or objections regarding any or all of the matters noted in Paragraph 18. However, any Class Member who intends to appear and present his or her views at the settlement hearing must first provide a written notice of the intent to appear and any papers or memoranda the Class Member intends to submit to the Court. The written notice of the intent to appear and all such papers or memoranda must be filed with the Clerk of the Court, Macon County Circuit Clerk, 253 East Wood Street, Decatur, Illinois 62523, no later than October 26, 2007, by first class mail, with copies to and 5

6 proof of service upon the following counsel: Mitchell B. Katten, O Rourke Katten & Moody, 161 North Clark Street, Suite 2230, Chicago, Illinois or Darrell A. Woolums, Samuels, Miller, Schroeder, Jackson & Sly, LLP, 225 North Water Street, Suite 301, P.O. Box 1400, Decatur, IL 62525, ( ; and Richard F. Record, Jr., Craig & Craig, 1807 Broadway Avenue, P.O. Box 689, Mattoon, Illinois or Michael Pollard, Baker & McKenzie LLP, One Prudential Plaza, 130 East Randolph Drive, Chicago, Illinois The notice to appear at the hearing must include detailed statement of the Class Member's position and arguments in support of that position. 20. If the Agreement is approved by the Court at or following the Hearing on Motion for Final Approval of the Class Settlement Agreement and Release, the Court will enter a final judgment and Order that will constitute a complete settlement of the Lawsuit. 21. CLASS MEMBERS WHO APPROVE OF THE PROPOSED SETTLEMENT DO NOT NEED TO APPEAR AT THE HEARING ON MOTION FOR FINAL APPROVAL. FURTHER INQUIRIES. 22. This description of the matters set forth herein is necessarily general and incomplete. For a more detailed statement of the matters involved in the Lawsuit and/or this proposed Settlement, you may inspect the complete file in the Macon County Circuit Clerk s Office, 253 East Wood Street, Decatur, Illinois during normal business hours. 23. Questions regarding the proposed Settlement should be forwarded, in writing, to Mitchell B. Katten, O Rourke Katten & Moody, 161 North Clark Street, Suite 2230, Chicago, Illinois 60601, ( or Darrell A. Woolums, Samuels, Miller, Schroeder, Jackson & Sly, LLP, 225 North Water Street, Suite 301, P.O. Box 1400, Decatur, IL 62525, ( Please do not telephone the Court or the Clerk of the Court. DISCLAIMER. 24. This notice should not be interpreted as an expression by the Court as to the merits of Plaintiffs claims against ICRR, or the defenses asserted by ICRR against Plaintiffs. 25. If you do not submit a Claim Form you will not receive a proportionate share of the Settlement proceeds. 26. If you submit a Claim Form, the Agreement will bar you from pursuing any individual remedies against ICRR, or any of its affiliated entities. PARTICIPATING IN THE LAWSUIT AND SETTLEMENT DOES NOT AFFECT THE OWNERSHIP RIGHTS OF CLASS MEMBERS. O Rourke, Katten & Moody, c/o Mitchell B. Katten 161 North Clark Street, Suite 2230 Chicago, IL ( Samuels, Miller, Schroeder, Jackson & Sly, LLP, c/o Darrell A. Woolums 225 North Water Street, Suite 301 P.O. Box 1400 Decatur, IL (

Your legal rights may be affected even if you do not act. Please read this Notice carefully. YOUR RIGHTS AND CHOICES

Your legal rights may be affected even if you do not act. Please read this Notice carefully. YOUR RIGHTS AND CHOICES Authorized by the U.S. District Court for the Northern District of Illinois Notice of Proposed Settlement of Class Action Involving Stericycle, Inc. BASIC INFORMATION 1. What is this Notice about? A Court