GENERAL54304

• Permit No: M1977376
• IBM Index Class Name: General Documents
• Doc Name: JOINT MOTION 06/04/97 FOR ORDER APPROVING SETTLEMENT AGREEMENT & MUTUAL RELEASE WITH RESPECT TO ADVE
• Media Type: D
• Archive: No

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WHEREAS, on September 16, 1994, the Colondo Action wu retired from that Coun'a
Acdve docket: and
WHEREAS, on Muth 31, 1995, Raorgmiud CF&1 filed its Amended Complaint Cor
Lquiteble and DeclenWry Relief m Deny Semff and Disallow Claim egaiml Equiable and
USWA with the Bankruptcy Court, Advenery Proceeding No. 94-PB-2451 ("Adversary
Action') in which it caught m nctounting of the Rgervq by Hquiteble, a declaration that
Fquiuble not be allowed m aemff the Rgervq against the premiums on the Life Policiq, m
order disallowing Equiuble'e claim for prraniume on We Life Policiq, u well u my diauihution
Io Bquihble oo aceouot of ouch claim, m ordu requiring Pquimblc m «Iwe the Rgervq to
Roorgenised CP&1 for the benefit of the Retireq and m order requiring Fquinbla m pay sll legal
and related expwq incurred by Reorganized CF& in recovering the belmce of the Rgervq,
and
WHEREAS, Bquinble ueerted wuntercleima seeking m order allowing Equitable m
Cde a proof of claim -gainat CF&I'^ bmiwptcy pure for the alleged unpaid premiums on the
Life Policiq, and allowing Equitable b setoff the Rgervq against the nllegtd unpaid premiums ..
,n
on Iha Life Pulicia; and
WHEREAS, in the Adversary Action, Reorgenizcd CP&1 and Equitable both filed
motioru Cor summary judgtomt in Wev favor, seeking a mling from the Henltruptcy Court about
whethu Equiable wu entitled m setoff the Rgervq against the alleged unpnid premiums on the
Life Policim. Punumt m m Ordu doted Ms«h 29, 199ti, the Coun nrled that Equitable hu na
right m eemff funds is the Rgervq sgairut the alleged uopsid premiums on the Life Policiq and
ordered Equitable w pity the Rgervq m Reorgmized CFArI for the benefit of the Retires
("Judgment"); and
WHEREAS, Hquiuble appgled the Judgment m Ute United Stetq Diavict Coun,
District of Unh, Cue No. 96 CV 0460W ("Appel"); and
WHEREAS, on or about March 2g, 1990, punumt to m agreement betwxn CGLIC and
Equitable, the Rgervq and the rigbt to uaen and enforce the claim agaimt CF&I for alleged
unpaid premiums oo the Life Policim were trann(erted m CGLIC and remain with CGL[C al the
prgent time; and
WHEREAS, the Putiq era dgiroW of aenling all oC Ute iesua aunoundiog the
Judgment, sad dismissing the Colorado Action, the Advenery Action and the Appel u more
fully set torah below'
NOW, THEREFORE, FOR GOOD AND YALUADLE CONSIDERATION, the
receipt and suRciecy of which is hueby acknowledged, the Partin hueby agree u follows.
I. Thia Agreement is subject to approval by the Bmlwptcy Coun. In m effort to
obtain such approval, Reorgmized CF&1 sball file with the Bmkruptcy Coun, u anon u
practicable nfler execution of Thia Agreement, the documents necgssry m obtain such approval
end a provide the appropriate notice to the Retiree who may hove en intergt in the Reervg.
Such notice shall set forth and ezp{ain the terms of thin Agreement end provide Retires with a
reuoneble oppomrnity b be heard with regud to the terms of this Agreement.
2. On or before November 1, 1996, CGLIC, on behalf o(Fquitable, shall pay the
totnl sum of 5745,600.00 ("the Settlement Amount") in ee[Uement of Reorgmized CF&1's
claims on behalf of the Retireq Cor the remm of the Rgervq plus interne, and in settlement of
Reorgmized CF&I'a claims for enomeys' feq and other costs of this and related titigetien ?he
Settlement Amount shell be held in m intergt bearing gerow account according to the teems of
the Escrow Agreement enached hereto u Exhibit A and for which Colorado National Benk shall
be the dunes agent ("Facmw Account"). The Senlement Amount snd all seemed interest
thereon shell remain in the Pacrow Account anti! such time u the Bmkruptcy Court approve
this Agreement and iuuq a Final Order subsnnlielly in the form of ntuched Exhibit B snd the
time m appeal each Order hu expired and no appal has been filed. A Final Order is sit order
that is ensued by Ufa Bmkmptcy Coun which pertniu it W be eppgled punumt to Rule 8001 of
Rulq of Hmknsptcy P[ocedure. D, and only if, the Bakkruptcy Coun approvq This Agreement
and issuq a Final Order subetmtislly in the Corm oCattached Exhibit B and the time to appeal
such Order hu expired and nu appal hu been filed, then the Senlement Amoun4 plus nll
accrued intergt thereor4 shell be relwed from the Escrow Account and distributed punumt m
further ordV o(the Bankruptcy Coun, Upon relwe of all funds in the Escrow Account punumt
m this paragraph, the ludgmeot shall be deemed to be satisfied N full and Reorgmized CFd1,
USWA and Equiable shall agate and file with the Bmkmptcy Coun m Acknowledgment of
Selisfsction of )udgment. All roars and experue usociated with the sat up and meintenmu of
the Escrow Account ebsll De borne equally by Reorgmized CFBcI and CGLIC
3. If, for my resort, the Bmlwptcy Coun dog not approve this Agreement and
enter a Final Ordu eubatmtlally in the form of aUached Exhibit B within 270 days from the date
of execution of this Agreement, then at the option of CGLIC, the sum of 5329,775.36, plus all
nccmed intugt on Chet amount, shell be immediately rtlwed fmm the Escrow Account and
rammed m CGLIC far Equiuble'a behalf 1f CGLIC aercisq this option, the «meining amoum
in the Escrow Account of 5416,224.64, plus all accrued intergt on Umt amount, shell remain in
the Escrow Account for the benefit o(Reorgmiud CF&I'a Retiree, pending a further order of
the Bakkruptcy Court on the distribution of such funds The paniq agree that 5416,224.64 is the
minimum amount Contained in this Rgervn and Therefore, is Ute minimum amount shat
Equitable must remm W Reorgmizcd CFRI Cor the benefit of iu Kctireq pmsumt to the
Judgment. If CGLIC exercisq this option, all terms of this Agreement, except those in this
Paragraph J and Puegrephs S, 12 and 13 0(this Aareement. shell hit nr nn fi,nh.. farr^ e.^.d
effort end the Ponies shall be entitled to proued on all remaining claims in the Advenery