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Action. V CGLIC dod not exercise this option, then the sum of 5)29,775.76, plus el I accmed
<br />interwl on that amount, shell remain in the Escrow Accaunl slang with the 5416,224.64, plus ell
<br />accmed interdl on then amours), to be relwed punusnt to the terms of Paragraph 2 above and
<br />this Agreement shell remain in fisll fora end effect
<br />4. If, however, the Bankmptcy Court enters w Order denying the approve) of this
<br />Agreement for any rwon, at any time before the 270th day from the dale of execution of this
<br />Agreement, or after the 270th day from dste of execution of this Agreement and CGLIC did nor
<br />exercise the option in Psregnph 7, then the sum x(3729,775.76 plus all euroed inters) on that
<br />amount shall immedielely be relwed from the Escrow Accouns end rammed to CGLIC far
<br />PquiUble's bates)(. In eddilian, the sum o(f416,224 64 plus ell accmed interns on that amount,
<br />shell remain in the Escrow Account for the benefit of Reorganized CF&I's Retires, pending e
<br />further order of the Bankruptcy Court on the distribution of such amount. In addition, ell terms
<br />of this Agreement, except )hose in this Pengreph 4 end Paragraphs 5, 12 end I7 0(Ihis
<br />Agramen4 shell be of no further force end effect end the Perin shell be entitled to proceed on
<br />all remaining tleims in the Adversary Action.
<br />5. Upon CGLIC's deposit of the f416,224 64 portion of the Settlement Amount into
<br />the Escrow Account, any claim by Reorganized CFd:I, on behslf of its Retiren, for interns on
<br />the 5416,224.64 fmm the date rtes) CGLIC deposited shot sum inm the Escrow Account forward,
<br />shell be deemed eetisfied in full. Howeva, she foregoing provision shell not apply to interne
<br />which shall sterna oo the 5416,224.61 in the interns beating Escmw Account and steel interar
<br />shell accrue for the benefit of the Retiren. Reorganized CF&1, on behalf of its Retiren,
<br />apai~ally rdervd its tleims for interne in the 5416,224.64 which may have accmed prior to
<br />deposit of tltia sum into the Facrow Acrqunt or any sdditionel emounu delertnined to be in the
<br />Rnervd, for ell Urnn Ihet those Rnervn have been withheld by Equitable, u well n iu claims
<br />for interest on each interest until such emoun0 ere paid in full end noshing herein shell be
<br />eotuWed to be a wsiver or s sstisfection of those claims.
<br />6. Upon exewdon of this Agreement, rtes Portia shell file with the District Court in
<br />the Appeal, a Stipulation for Dismissal of Appal with Prejudice, end such stipulation shell
<br />provide that ach Party shell bw in own coati end etlomey'a fen incurred in relesion b the
<br />Appeal
<br />7. Upon appmvel by the Benluuprcy Court of Thia Agreement and its issuance of a
<br />Bnel Order substenlielly in the form of atnched Exhibit B end the lime m appal such Order tees
<br />expired end no appeal hu ban filed, the the psrtia shell file with rtes Court in the Colorado
<br />Action, ^ SUpuletion of Dismissal of All Claims With Prejudice end such alipularion shell
<br />provide tlret ach Party shell bw its own wsu end enomey'a fed innsrted in relation to the
<br />Colondo Acrioo.
<br />8. Exupt u provided for below, the Perlin, for lhemselvn, their pssl end praenl
<br />officers, dlfemon, employee, shareholder, end predecnson, hereby release, remise, waive end
<br />mw. nz.w
<br />discharge each other sod ell of each other's pest end Ardent ofTun, directors, employes,
<br />shareholders, and predecessor from any claims, demands, arun of action, obligations, demega
<br />end liebililia, which ach Party ha or may have had egeimt another of the Portia, whether
<br />known or unknown, bued in whole or in pert upon, or arising directly or indirectly, from the
<br />subject metier of the Colorado Action, the Adversary Amion, the Appal, the Hultlt Policia
<br />and/or the Life Policia, from she beginning of the world b the date of this Agreement, except
<br />for those claims, demands, soap of action, obligetlona, demegd and liebilitin which arise
<br />pursuant to the terms of this Agreement. NorwiUuunding enylhing herein lq she contrary, if, for
<br />soy rwon, the Bankruptcy Court dod not approve Chia Agreement end enter en Order
<br />substenlielly in the loon attachal hereto u Exhibit B, Raorgenized CF&1, Equitable end USWA
<br />shall be entitled to proceed on ell remaining tleims in the Adversary Action, except u limited in
<br />Paragraph 5 above.
<br />9. Thia Agreement coreUmin the entire agreement between the Perlin with respect
<br />b the subject matter hereof All prior negotiations end egreemenn ere merged info this
<br />Agreement.
<br />10. This Agreement shall be governed by end cons Wed in nccordence with the laws
<br />of the Slate of Colondo.
<br />1 I. If any provision of Ihis Agreemeol shall beheld to be invalid, illegal or
<br />unenforceable, the validity, legality end enforuability of the remaining provisions of this
<br />Agreement shall not be impaired thereby.
<br />12. Fach Party shell indemnify the other Perin against any loss, cost or experue,
<br />including but not limited b rwoneble erlomey'e fed, intoned through the failure of the Party to
<br />comply with or to perform any of the terms of this Agreement or those terms Ihet remain in full
<br />force end effect N the event the option referenced in Pengreph 7 above is exercised or those
<br />)arms that remain in full force and effect under Puagnph 4 if the Bankmptcy Court enters en
<br />order denying We approval of Uris Agreement.
<br />Il. By (heir execution hereof, itch individual signing this Agreement repraenU the)
<br />he ten full power end authority to exewte this Agramat on behalf of the Party for wham he is
<br />signing, end that all necdsary npprovela and euthorvaliom have been obLLined fmm such Party
<br />so m to render this Agreement binding and enforceable v w each Party. The individual signing
<br />on behalf of the USWA reprdenn the) hdahe is authorized b execute this Agreement on behalf
<br />of the USWA only end specifiully enla that hdahe is not wthorized to execute this Agreement
<br />on behalf of any individual Retiree or group of Retiren.
<br />14. This Agreement shell be binding upon end inure to the benefit of the Pertid, their
<br />succason end aaigts.
<br />I5. The Persia hereby acknowledge that Utis Agreement hu beert negotietal and
<br />prepared in en arms-length truuaction and )teat all Patin have negosialed ell the terms conuined
<br />mn.. na.r
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