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such an obj act ion iF the Admin Satre rive Claim could not De
<br />compromf sad and settled on terms acceptable to Ciw,
<br />6. TRI and Caw have der idea and agreed that. Co avoltl further
<br />expense and rnconvenience and [o avoid Che cost and uncertainty
<br />of litigation, St is in their respective best interests to enter
<br />into this Settlement Agraement and Release to Cinally end forever
<br />resolve and compromlee the Administrative Cla lm and all
<br />outatendlnq cla lms end dltferenees among them concern log the
<br />possible env lronmental contamination.
<br />Now, therefore, in constde ration of the terms and conditions
<br />herein, the partlee stipulate, covenant end agree ea follows:
<br />1. Allowance o[ Adminlstretive Claim end Peyme nt td TRI.
<br />Subject to the remalning terms of thla Agreement, the
<br />Admin latter lye Claim of TRI shall be reduced to and all owe0 Sn
<br />the amount of 572,000, and Csfi ahal 1, wl th in two buelneas days of
<br />the day the order of the Court in the Bankruptcy Caea apDrov log
<br />thfe Settlement Agreement and Raleaea becomes final and
<br />nonappealable, pay to TRI the sum of $72,000.00 by check made
<br />payahle to Trinidad Ra llway, Inc.
<br />2. Court Aoproval, Promptly after the execution hereof, CiN
<br />will cause !te counsel to Lila all appropriate notices, motions
<br />and documanta, Sn fora and sube[ence reeaonah ly satisfactory to
<br />TRI and Sts counsel, and fake all other atepe ae shall be
<br />necessary or desirable to obtain a final and nonappealable order
<br />of the Couri approving tale Battlement Agraement and Releeaa and
<br />any necessary precedent approvals of cradltorc or other parties.
<br />CGN agrees to wee Sts bast efforts to obtain all recaaeary
<br />approvals.
<br />]. $pned iction. TRI shall take such steps as it shall deem
<br />necessary end desirable, !n 1te sole dlacret ion and at its sole
<br />risk and expense, to cause the investigation, stab it izat ion and
<br />tamed letlon of the eo it end velar contamination (the ~,;^~~i
<br />"Reaed la[Son•) caused by the disposal of used oil flltere and ~-~rfsV ~,~
<br />other waste products of locomotive ma lntenance~oper~st ione__(tha_ n.<r ~r.
<br />"Dlspoeal Activ Sties') end at a location aieeC of-EFie ioundhousa
<br />facility end etozaga garage at Wastln, Colorado 1n an area
<br />approximately 100 tact by 100 teat, including a rvn-of[ pond and jj11'd
<br />more specl[Scally described !n that Env ironmantal Audit Report,
<br />level 1 of Spacial Aaeourcea f[anegement, Inc. dated September 10,
<br />1991, Sn that Latter o[ ERM-Rocky Mountain, Inc. to Nil llem Robb
<br />dated flay 11, 1997 end in that Letter of ERM-Rocky Mountain, Inc.
<br />[a 5a tea Couture doted September 1, 1997 (the •Disposnl Slte •),
<br />a. tlu[ual Release. Except for compliance with the obligations
<br />set forth in Chis Sett]ement Agreement and Release, upon the
<br />payment referred [o in Section 1 hereof and effective on the date
<br />[he Court enters a final and nonappealable order approving this
<br />Set tlcmenc Agreement and Release, each party hereto foe itself
<br />and 'its successors, ass tgns, subsidiaries and affiliates,
<br />officers, directors, employees and ngenis, he[eby forever
<br />releases end discha rgea the other party and its successors,
<br />assigns, subsid is ties end affiliates, of titers, directors,
<br />employees end agents Crom and against any and all causes of
<br />action, claims, judgments, right e, damagae, charges, liab it i~t ies
<br />and demands of any nature whatsoever, whether known or unknown,
<br />a rls Sng out of or relating to the Dlspoeal Act lvities insofar as
<br />they occurred on or of tact the Disposal Slte, or arising out of
<br />or relating to the Remedfatton.
<br />S. Confidentiality. Tha Dart ies agree that Che fact and terms
<br />of this Settlement Agreement end Release w[11 be maintained !n
<br />roof Sdence and will not be disclosed to third partlee, except to
<br />the extant each disclosure is (e) necessary to perform the
<br />obllgatlons se[ forth Sn Sect]ons 2 and 7 hereof, (b) ordered 6y
<br />a Court of law or (c) specifically required by applicable
<br />¢tatute, rule or regulation.
<br />6. Ayer s n a ion= end warrantie<_, Each of the parties hereto
<br />represent Ghat it has read and understood the contents o[ this
<br />Settlement Agreement anO Release: that it has executed this
<br />Settlement Agreement and Release voluntarily and upon the advice
<br />of counsel; that It nee full power end eutho rlty to execute,
<br />deliver and perform this Settlement Agreement and Release: and
<br />that Lt hoe made sucn lnvestlgatlon o1 the facts pertelninq to
<br />th16 SetCleme nt Aq Ceement end Ra lases and o[ all mane rs
<br />pe training thereto as St deems neeaesery end to not relying on
<br />any promise or repro sentetion made by the other party or such
<br />party's oft ice ra, directors, amployaee or agents. These
<br />repreaental loos and wane ctlea she l] aurvlve the payment under
<br />Section 1 hereo C.
<br />7. No Adnlae ton. Nothing In th la Settlement Agraement and
<br />Release shall conatStuta or G construed ae en edmieaion o[
<br />liability Sn connection with any of the matters !n dlcputa
<br />between them.
<br />9
<br />e. This Settlement Agreement and Release shall be qov erned
<br />by the lava of the State of Colorado.
<br />b. Th1a Settlement -g reement end Ra.eaee shall be binding
<br />upon and Snuie Co the bane[![ of the partied end theft
<br />successors, eseigne, eubsldla rice end affiliates, of Clce rs,
<br />d lrectora, amployeee and agents.
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