SUSAN KELLEY, Bankruptcy Judge
Upon the motion (the "Motion") of the Debtors seeking an order to Shorten Time For Notice And for an Expedited Hearing Of Debtors' Motion For Order Approving Settlement Agreement Authorizing Keystone Consolidated Industries, Inc. To Agree To Partial Settlement With The Employers Mutual Liability Insurance Company Of Wisconsin Pursuant To Fed.R.Bankr.P. 9019; and it appearing that this Court has jurisdiction over these matters pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that these proceedings are core proceedings pursuant to 28 U.S.C. § 157(b)(2); and it appearing that venue of these proceedings and this Motion proper in this District pursuant to 28 U.S.C. §§ 1408 and 1409; and adequate notice of the Motion having been given; and it appearing that no other notice need be given; the only objection having been withdrawn, and after due deliberation and sufficient cause appearing therefor, it is hereby
Capitalized terms not defined herein shall have the same meaning as in the Emergency Motion.
ORDERED that the relief requested in the Debtors' Motion For Order Approving Settlement Agreement Authorizing Keystone Consolidated Industries, Inc. To Agree To Partial Settlement With The Employers Mutual Liability Insurance Company Of Wisconsin Pursuant To Fed.R.Bankr.P. 9019 (the "Wausau Settlement 9019 Motion") be granted in its entirety; and it is further
ORDERED that the partial settlement agreement by and between Keystone Consolidated Industries, Inc. and the Employers Mutual Liability Insurance Company of Wisconsin, as attached hereto asExhibit A, is approved in its entirety as a compromise and settlement of a controversy pursuant to Fed.R.Bankr.P. 9019; and it is further
ORDERED that the Debtors are authorized and empowered to take all actions and execute such other documents as may be necessary to implement the relief granted herein; and it is further
ORDERED that, notwithstanding the possible applicability of Fed.R.Bankr.P. 6004(g), 7062, 9014, or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry; and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.
Exhibit A CONFIDENTIAL PARTIAL SETTLEMENT, RELEASE AND HOLD HARMLESS AGREEMENT
This Confidential Partial Settlement, Release and Hold Harmless Agreement ("Agreement") is entered into by and among Keystone Consolidated Industries, Inc. ("Keystone"), Valhi, Inc. ("Valhi") and Employers Insurance Company of Wausau ("Wausau") and Nationwide Indemnity Company ("Nationwide").
WHEREAS:
A. Keystone claims to be entitled to benefits under certain liability policies issued by Wausau listing Keystone or Wickwire Brothers, Inc. as a named insured, all of which policies are referred to collectively and later defined in this Agreement as "the Policies."
B. On or about October 21, 2003, Keystone and Valhi filed an Amended Complaint for Declaratory Relief in the United States District Court for the Central District of Illinois, captionedKeystone Consolidated Industries, Inc. and Valhi, Inc., v. Employers Mutual Liability Insurance Company of Wisconsin, Case No. 03-1201 ("the Coverage Lawsuit") alleging, as more fully appears in the pleadings, that Wausau has a duty to defend and/or pay all defense and indemnity costs in connection with certain underlying matters concerning alleged environmental contamination at or arising from various sites.
C. Wausau expressly denies it has any liability to Keystone or Valhi in connection with all claims asserted in the Coverage Lawsuit.
D. Keystone and Valhi contend that Wausau has a duty to defend and indemnify them in connection with certain underlying matters relating to the Rosen Brothers Superfund Site, the Byron Salvage Yard Superfund Site and the IPC Superfund Site.
E. Effective January 1, 1999, Nationwide Indemnity became the authorized agent of Employers Insurance of Wausau to handle Keystone's claims under the Policies in connection with the Rosen Brothers Superfund Site, the Byron Salvage Yard Superfund Site and the IPC Superfund Site.
F. Keystone, Valhi, Wausau and Nationwide deem it in their respective best interests to enter into this Agreement.
NOW, THEREFORE, in consideration of the covenants contained in this Agreement and made a part hereof, Keystone, Valhi, Wausau and Nationwide agree as follows:
1. Definitions. Each of the following terms, as defined, whose initial letter is capitalized, pertains to the entire Agreement, including these Definitions.
a. "Agreement" means this Confidential Partial Settlement, Release and Hold Harmless Agreement, including Exhibit A hereto.
b. "Keystone" means Keystone Consolidated Industries, Inc. and its predecessors, successors, joint venturers, affiliates, parents, subsidiaries, divisions, officers, directors, employees and shareholders.
c. "Valhi" means Valhi, Inc. and its predecessors, successors, joint venturers, affiliates, parents, subsidiaries, divisions, officers, directors, employees and shareholders.
d. "Wausau" means Employers Insurance Company of Wausau, formerly known as Employers Insurance of Wausau A Mutual Company, which was formerly known as Employers Mutual Liability Insurance Company of Wisconsin; any other insurance company that was or is now a member of the Wausau Insurance Companies; Nationwide Indemnity Company; any other insurance company that was or is now a member of the Nationwide group of Insurance Companies the Nationwide group of insurance companies; and each of its and their predecessors, successors, affiliates, parents, subsidiaries, and owners.
e. "Policies" means all primary, umbrella or excess liability insurance policies issued by Wausau under which Keystone is named as or is a named insured, an additional insured or an additional named insured, or under which Keystone and/or Valhi otherwise claims to be entitled to benefits as an insured, including, but not limited to, the policies listed on Exhibit A hereto.
f. "Parties" means collectively Keystone, Valhi and Wausau. "Party" means individually either Keystone, Valhi or Wausau, as the context of this Agreement requires.
g. "Coverage Lawsuit" means the lawsuit captioned Keystone Consolidated Industries, Inc. and Valhi, Inc., v. Employers Mutual Liability Insurance Company of Wisconsin, Case No. 03-1201, and venued in the United States District Court for the Central District of Illinois.
h. "Environmental Claim(s)" means: (i) all claims and causes of action which were or could have been asserted in the Coverage Lawsuit; (ii) any claim, action, cause of action, right, liability, obligation, demand, and request of every kind and nature, known and unknown, past, present, and future, whether pursued by any person, insurer, corporation, association, governmental unit or body, or any other public or private entity, arising out of or relating to any violation of or liability under the Clean Air Act, the Federal Water Pollution Control Act ("Clean Water Act"), the Safe Drinking Water Act ("SDWA"), the Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act ("RCRA") and the Hazardous and Solid Waste Amendments ("HSWA"), the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") as amended by the Superfund Amendments and Reauthorization Act ("SARA"), the Toxic Substances Control Act ("TSCA"), the Occupational Safety and Health Act ("OSHA"), and/or any other federal, state, local, or foreign acts, statutes, laws, or regulations governing or otherwise related to the protection or control of the Environment as the same have been or may be enacted, amended, or repealed (collectively "Environmental Laws"); (iii) any actual, alleged, or threatened loss, cost, or expense arising out of or in connection with any claim, action, cause of action, right, liability, obligation, demand, or request seeking to have any person or entity investigate, test for, monitor, prevent, clean up, remediate, remove, contain, treat, detoxify, or neutralize any Pollutant, or restore, pay for, or compensate for natural resources damages, or for any other injury to the Environment, or seeking to have any person or entity indemnify, provide contribution to, pay for, or reimburse another person or entity for the cost of such investigation, testing, monitoring, prevention, cleanup, remediation, removal, containment, treatment, detoxification, neutralization, restoration, payment or compensation; and (iv) any and all other claims, actions, causes of action, rights, liabilities, obligations, demands, and requests arising out of or relating to the actual, alleged, or threatened contamination, concentration, presence, storage, deposit, leakage, leaching, discharge, dispersal, disposal, spill, release, escape, transportation, or arranging for disposal or transportation of any Pollutant in, into, or upon the Environment, whether at law, in equity, or otherwise, whether alleging personal injury, bodily injury, property damage, or any other harm, injury, damage, or violation or need for response, remedy, or corrective action of any kind (including, without limitation, claims for bad faith, punitive, or other extra-contractual damages), whether made, brought, or which could have been made or brought, known and unknown, past, present, and future.
i. "Environment" includes, without limitation, air (whether interior or exterior), atmosphere, land, soil, water, watercourse, body of water, groundwater, other subsurface water, or any other physical, chemical or biotic condition.
j. The "Rosen Site" means the Rosen Superfund Site in Cortland, New York.
k. The "Byron Site" means the Byron Salvage Yard Superfund Site in Byron, Illinois.
l. The "IPC Site" means the IPC Superfund Site in Rockford, Illinois.
m. "Subject Sites" means the three sites described in paragraphs 1(j) through 1(l), above, and only those sites. Nothing in this Agreement shall be construed to release Wausau or Nationwide or other Indemnitees from any obligations they may have with respect to other sites.
n. "Pollutant" includes, without limitation, any solid, semi-solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, garbage, refuse, sludge, by-product, waste, solid waste (as currently defined at 40 C.F.R. § 261.2 and as may be amended), hazardous waste (as currently defined at 40 C.F.R. § 261.3 and as may be amended), waste material, waste stream, petroleum, petroleum products, gas, gas products, organic material, organic compound, inorganic material, inorganic compound, metal, or mineral (including, without limitation, asbestos) and any other hazardous or toxic waste, substance, or contaminant, any of which has been, is, or becomes in the future the subject of any Environmental Law. "Waste" includes, without limitation, materials that have been or are to be recycled, reconditioned, or reclaimed. "By-product" means any substance or material (whether solid, semi-solid, liquid, gaseous, or any combination thereof) which results from a manufacturing or chemical process and is not salable as a separate product.
o. "Indemnitees" means Wausau and any other person or entity released in paragraph 4, below.
p. "Underlying Environmental Matters" means any actual or potential statutory environmental enforcement activities asserted, claims made, or lawsuits brought against Keystone or Valhi by any government agency, including, without limitation, the United States, the United States Environmental Protection Agency, and state and local governments concerning or relating to any of the Subject Sites, or any claims made or lawsuits brought against Keystone or Valhi by any other person or entity, including, without limitation, other potentially responsible parties ("PRPs") at the Subject Sites, relating to actual or alleged contamination of the Environment at or arising from the Subject Sites.
q. "The Bankruptcy Court" shall mean the United States Bankruptcy Court for the Eastern District of Wisconsin in In re F.V. Steel and Wire Company, et al,, Case No. 04-22421-SVK (Jointly Administered).
r. "Confidential Advance and Loan Receipt Agreement" means the Confidential Advance and Loan Receipt Agreement entered into by Keystone and Wausau dated February 2001.
s. "Settlement Payment" means the total consideration of $1,325,000.00 received by Keystone from Wausau pursuant to this Agreement, as described in paragraphs 2 and 3, below.
2. Wausau agrees to pay Keystone Six Hundred Seventy-Five Thousand Dollars ($675,000.00) within ten (10) business days after approval by the Bankruptcy Court of this Settlement Agreement.
3. Wausau discharges and releases Keystone and all of its officers, directors, parents, subsidiaries, affiliates, predecessors, successors, employees and agents from any obligation to repay or return the $650,000.00 advance made to Keystone pursuant to the Confidential Advance And Loan Receipt Agreement dated February 2001. Wausau hereby represents and warrants that it has not assigned the Confidential Advance and Loan Receipt Agreement to any other person or entity, and that it has full legal authority to effectuate this discharge and release.
4. Except as to Wausau's obligations and duties set forth in paragraphs 2 and 3, above, Keystone and Valhi, each for themselves, their assigns, their predecessors-in-interest, their successors-in-interest, their legal representatives, and any other person or entity who may claim any right, title or interest in any of the Policies through Keystone or Valhi, do hereby fully and forever release and discharge Wausau and its directors, officers, employees, agents, and attorneys from any and all claims, requests, demands, actions, causes of action, rights, liabilities, obligations, and lawsuits, whether at law, in equity, or otherwise, whether alleging personal injury, bodily injury, nuisance, trespass, property damage, any other harm, injury, damage, or violation or need for remedy, removal, or corrective action of any kind (including, but not limited to, claims for bad faith, punitive or other extra-contractual damages), whether made, brought, or which could have been made or brought, known and unknown, anticipated and unanticipated, accrued and unaccrued, past, present and future:
a. Arising out of or in any way related to the Underlying Environmental Matters; or
b. Arising out of or in any way related to any of the Subject Sites; or
c. Seeking recovery for compensatory, punitive, exemplary, extra-contractual, statutory damages or other relief based upon any allegation of bad faith, unfair dealing, unfair claims practice, unfair trade practice, breach of fiduciary or contractual duty, fraud, malice or oppression, defamation, intentional tort, or other actual or alleged act or omission in connection with the investigation, handling, adjustment, litigation, or settlement of any claim, request, demand, action, cause of action, right, liability, obligation, or lawsuit arising out of or in connection with the Underlying Environmental Matters or the Subject Sites.
5. Wausau's duty, if any, to contribute to the defense costs of Keystone or Valhi with respect to any matter released in paragraph 4, above, shall terminate upon Bankruptcy Court approval (including the resolution of any appeals) of this Agreement. Any claims by Keystone or Valhi for past or future defense costs in connection with any matter released in paragraph 4, above, are included within the scope of Keystone and Valhi's release in this Agreement and are included within the payments described in paragraphs 2 and 3, above.
6. The parties agree that this $1,325,000.00 Settlement Payment described in paragraphs 2 and 3, above, shall be allocated to the Wausau insurance policies at issue in the pending case as follows:
a. The first $300,000.00 shall be allocated to policies issued to Wickwire Brothers Inc. (including any predecessor companies). This $300,000.00 will be allocated on an equal, pro rata basis to all Wausau primary policies issued to Wickwire Brothers Inc. with available primary coverage. If some of the pre-1968 Wickwire primary policies are already exhausted by the payment of prior claims, then the portion of the loss initially allocated to those exhausted policies will be reallocated to the Wickwire policies with primary coverage available. If the primary Wickwire policies are exhausted, the remaining portion of the $300,000.00 payment will be allocated to the Wausau umbrella or excess policies issued to Wickwire Brothers Inc.
b. The remaining $1,025,000.00 shall be allocated to policies issued to Keystone for the period between January 1, 1969 through July 1, 1985, inclusive. The Wausau primary policies in effect between January 1, 1969 through January 1, 1985 shall be each allocated a loss of $62,121.21 per year. The Wausau primary policy expiring on July 1, 1985 shall be allocated an additional $31,060.61 for the January 1, 1985 through June 30, 1985 policy period. In the event that any of the aforementioned primary policies have insufficient coverage remaining to satisfy this allocation, any coverage shortfall(s) shall be reallocated to the remaining unexhausted January 1, 1969 through July 1, 1985 primary policies, using the same allocation method. In the event that coverage under all of the aforementioned primary policies is exhausted, the remaining portion of the settlement payment shall be allocated to the Wausau umbrella policies issued on or after January 1, 1969, with each umbrella policy year allocated an equal amount of the remaining portion of the settlement payment.
7. Wausau disclaims and waives any right to seek any payment from Keystone, Valhi, their parents or affiliates, and Keystone's or Valhi's respective current or former insurance company subsidiaries or affiliates for the Settlement Payment described in paragraphs 2 and 3, and for any and all prior payments relating to the Subject Sites (including by way of example, prior defense cost payments and partial settlement payments of indemnity claims) whether in the form of a retrospective premium adjustment, reinsurance claim, or any other form of claim or demand.
8. Keystone and Valhi each represents, warrants and agrees that it will not voluntarily assist any other person or entity in the establishment of any defense, claim, cause of action, action or right against Wausau arising out of, resulting from, or relating to the matters released in this Agreement.
9. With the exception of the prior transfer of coverage rights under the Keystone policies in connection with the Keycon spinoff, Keystone and Valhi each represents and warrants that it has not sold, assigned, conveyed or otherwise transferred, and will not attempt to sell, assign, convey or otherwise transfer (a) any claim, request, demand, action, cause of action, or lawsuit it is now releasing or (b) any right, title or interest in the Policies.
10. Keystone does not waive or release, but rather each expressly reserves to itself any and all claims and causes of action it has or may have against insurance companies other than Wausau relating to the matters released in paragraph 4, above. Valhi represents and warrants that it has not and will not assert any claims or causes of action against any insurance companies relating to the Underlying Environmental Matters or the Subject Sites.
11. This Agreement and the payments described in paragraphs 2 and 3, above, are for the negotiated compromise of disputed claims and do not constitute an admission by Wausau with regard to any issue, including, without limitation, choice of law, whether coverage for defense or indemnity is afforded under the Polices, or whether any "accident", "occurrence" or "property damage," as those terms are defined or used in the Policies, took place or potentially took place during the policy periods of the Polices or at any other time in connection with the matters released in paragraph 4, above. Rather, it is agreed that by entering into this Agreement, the Parties intend merely to preclude incurring further litigation costs and to buy their peace.
12. In the event that any person, insurer, corporation, association, government agency or unit, or any other public or private entity ("Third-Party Claimant") asserts a claim or files a lawsuit against an Indemnitee based upon any theory of subrogation, indemnity, contribution, equitable allocation, apportionment, third-party beneficiary, or other theory or upon an alleged liability of Keystone to that Third-Party Claimant and where the Indemnitee's obligation, if any, (had such claim or lawsuit been brought directly against Keystone) has been released and extinguished by this Agreement, or if such claim or lawsuit is based on any right, claim or interest in any of the Policies, which claim or lawsuit if asserted by Keystone, has been released by this Agreement, Keystone shall indemnify and hold harmless each Indemnitee from and against any and all loss, cost, expense or obligation incurred as a result of or in connection with any such claim or lawsuit. The obligations of Keystone shall extend to and include any and all loss or expense incurred by the Indemnitee in the defense, payment, or handling of any such claim or suit, including, without limitation, reasonable legal fees and expenses, judgments, settlements, and the cost of complying with any equitable decrees, and are limited to $1,325,000.00. An Indemnitee shall notify Keystone in writing, pursuant to paragraph 20, below, within thirty (30) days of the Indemnitee's receipt of any claim or lawsuit, which the Indemnitee contends may fall within the scope of this paragraph. An Indemnitee shall have the right to choose defense counsel to defend such claim or suit at Keystone's expense. Keystone shall have the right, but not the duty, to participate fully in such defense and to retain counsel in addition to that selected by the Indemnitee. If Keystone enters an appearance or files any other pleadings or motions with the court in any such lawsuit, it shall enter its appearance as "Nationwide Mutual Insurance Company by Keystone Consolidated Industries, Inc." Keystone shall not file any pleadings or motions with the court or take any positions before the court in any such lawsuit without first obtaining Wausau's consent, which shall not be unreasonably withheld.
13. The Parties agree that:
a. All documents embodying this Agreement and all matters relating to the terms and negotiation of this Agreement are and shall remain confidential. Distribution of copies of this Agreement and discussion of the terms of this Agreement shall be limited to those key officers, directors, attorneys, auditors, other persons with financial responsibilities for the Parties, reinsurers, and any federal or state authorities to which the Parties may have an obligation to report or disclose confidentially, as determined by counsel for each Party. Any other person to whom this Agreement or parts thereof are disclosed shall be told of the confidential status of this Agreement and be required to keep as confidential the information disclosed. Neither the Parties nor their respective employees, agents, or attorneys otherwise shall disclose such information to any other person or entity without the prior written consent of the other Parties, unless such disclosure is required by operation of law.
b. In the event that any third party requests or demands (by subpoena or other legal process) disclosure of such information and the receiving Party reasonably believes such disclosure may be required by operation of law:
(i) The Party receiving such request or demand shall give the other Party written notice at least twenty (20) days prior to disclosing the information, unless the receiving Party is required by law or court order to disclose such information at an earlier date, in which case the receiving Party shall give the other Party as much notice as is possible under the circumstances. Such notice shall set forth verbatim all information which the Party intends to disclose, the identity of each person or entity to whom the information is to be disclosed, the statute or other legal authority purportedly requiring the disclosure, and the circumstances pursuant to which disclosure is proposed to be made;
(ii) The Parties each agree to assert objections based on confidentiality, Rule 408 of the Federal Rules of Evidence, and similar state law provisions regarding settlements and, in the event disclosure is required by operation of law, the receiving Party shall request that the court requiring disclosure order that any such disclosure be made
in camera and be sealed from the public record; and
(iii) Each Party shall have the right, but not the duty, to seek to enforce, in the name of the other Parties, such non-disclosure rights against a third party.
c. Notwithstanding the provisions of this paragraph, the Parties understand and agree that this Agreement will be submitted to the Bankruptcy Court for approval. The Parties further agree that Keystone shall not be obligated to file this Agreement under seal with the Bankruptcy Court. The Parties agree that Keystone and its counsel shall be entitled to serve a copy of this Agreement on the U.S. Trustee, counsel for the official committees in the bankruptcy case, and other parties in the bankruptcy case, and shall also be entitled to provide a copy of the Agreement to other interested persons requesting to review the Agreement prior to the Bankruptcy Court's ruling on Keystone's motion for authorization to enter into the Agreement. In its Bankruptcy Rule 9019 motion for approval, Keystone shall advise the Court and the parties to the bankruptcy case that the Agreement is confidential, and shall request that they use the Agreement only for purposes related to the Rule 9019 motion.
14. Any evidence of the terms or negotiation of this Agreement shall be inadmissible in any litigation, except that such evidence may be offered by a Party in an action seeking solely to enforce the terms of this Agreement. No Party shall seek to introduce into evidence the existence, terms, or negotiations of this Agreement in any litigation, except that a Party may offer such evidence in an action seeking solely to enforce the terms of this Agreement or in response to any allegation of misconduct by it. This Agreement has been entered into in reliance upon the provisions of Rule 408 of the Federal Rules of Evidence and other similar federal and state law provisions that provide for the inadmissibility of evidence regarding settlement negotiations or agreements.
15. The Parties agree covenant not to commence or pursue any action, claim, or legal proceeding in the future against the other Party relating in any way to the claims, actions, causes of action, rights, liabilities, obligations, demands, requests and Policies released in this Agreement pursuant to paragraph 4, above, except to the extent necessary to enforce this Agreement.
16. This Agreement may and shall be pleaded as a full and complete defense to, and may be used as a basis for injunction against, any action, suit, or other proceeding, which may be instituted, prosecuted, or maintained in breach of this Agreement.
17. Nothing in this Agreement shall be deemed to constitute a waiver or an estoppel of any right of Wausau to assert any claim or defense pursuant to the Policies or any other policies of insurance issued by Wausau or which Wausau may have by operation of law or in equity.
18. This Agreement is intended to confer rights and benefits only on the Parties and Indemnitees hereto and is not intended to confer any right or benefit upon any other person or entity. No person or entity other than the Parties and Indemnitees hereto shall have any legally enforceable right under this Agreement. All rights of action for any breach of this Agreement are hereby reserved to the Parties and Indemnitees hereto.
19. The wording of this Agreement was reviewed and accepted by legal counsel for Keystone, Valhi, and Wausau prior to its execution by them and neither Party shall be entitled to have any wording of this Agreement construed against the other Party in the event of any dispute arising in connection with the Agreement.
20. This Agreement is and shall be binding upon the Parties, their respective parents, subsidiaries, agents, predecessors, successors, assigns, heirs, trustees, beneficiaries and any committee or other arrangement of creditors organized with respect to the affairs of any of them.
21. The Parties represent and warrant:
a. They are natural persons or legal entities duly organized and validly existing in good standing under the laws of one of the states of the United States or the laws of a foreign country;
b. They have taken all necessary corporate or legal actions to duly approve the making and performance of this Agreement and that no further corporate or other approval is necessary; and
c. The making and performance of this Agreement will not violate any provision of law or of their respective charters, articles of incorporation, partnership agreements, trust agreements, or by-laws.
22. All notices or other communications which any Party desires or is required to give under this Agreement shall be given in writing and shall be deemed to have been given if delivered by hand, delivered by courier, sent by telecopier, or mailed by depositing in the United States Mail or overnight mail or courier service, postage prepaid, to the other Party at the address set forth below or such other address as a Party may designate in writing from time to time:
For Keystone: Bert E. Downing, Jr. Vice President Chief Financial Officer 5430 LBJ Freeway, Suite 1740 Dallas, Texas 75240
— copy to —
Andrew R. Running Kirkland Ellis LLP 200 E. Randolph Drive, 61
st Floor Chicago, IL 60601
For Valhi: John Mark Hollingsworth, Esq. General Counsel, Valhi, Inc. 5430 LBJ Freeway, Suite 1740 Dallas, Texas 75240
For Wausau: Julie Sjullie Director of Environmental Claim NATIONWIDE INDEMNITY COMPANY 1431 Opus Place, Suite 115 Downers Grove, IL 60515
— copy to —
Richard W. Bale, Esq. Larson • King, LLP 2800 Wells Fargo Place 33 South 6
th Street St. Paul, MN 55102
23. This document contains the entire Agreement among the Parties and no compromise, inducement, warranty, or representation other than as set forth in it has been made, offered, relied upon, or agreed upon. The terms of each release and other provision set forth in this Agreement are contractual and not merely recitals.
24. Keystone's agreement to this Agreement is expressly is expressly contingent upon the approval of the Bankruptcy Court.
25. In the event that the Bankruptcy Court's approval is not obtained with sixty (60) days of Keystone's signing of this Agreement, or in the event that the Bankruptcy Court's approval is reversed on appeal, the Agreement shall become null and void.
26. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.
EXHIBIT A
Policy No. Issued to Policy Date Policy No. 2-6402 Keystone January 1, 1945 — January 1, 1948 Policy No. 2-4564 Keystone January 20, 1942 — January 1, 1945 Policy No. 2-6402 Keystone January 1, 1948 — January 1, 1951 Policy No. 254-2 Keystone January 1, 1951 — January 1, 1954 Policy No. 227-2-23550 Keystone January 1, 1954 — January 1, 1957 Policy No. 0220 02 023550 Keystone January 1, 1957 — January 1, 1960 Policy No. 0223 02 023550 Keystone January 1, 1960 — January 1, 1963 Policy No. 0226 02 023550 Keystone January 1, 1963 — January 1, 1966 Policy No. 0229 02 023550 Keystone January 1, 1966 — January 1, 1969 Policy No. 0220 02 023550 Keystone January 1, 1969 — January 1, 1970 Policy No. 0221 02 023550 Keystone January 1, 1970 — January 1, 1971 Policy No. 0221 05 023550 Keystone January 1, 1970 — January 1, 1971 Policy No. 0222 02 023550 Keystone January 1, 1971 — January 1, 1972 Policy No. 0222 05 023550 Keystone January 1, 1971 — January 1, 1972 Policy No. 0223 02 023550 Keystone January 1, 1972 — January 1, 1973 Policy No. 0224 02 023550 Keystone January 1, 1973 — January 1, 1974 Policy No. 0225 02 023550 Keystone January 1, 1974 — January 1, 1975 Policy No. 0226 02 023550 Keystone January 1, 1975 — January 1, 1976 Policy No. 0227 02 023550 Keystone January 1, 1976 — January 1, 1977 Policy No. 0228 02 023550 Keystone January 1, 1977 — January 1, 1978 Policy No. 0229 02 023550 Keystone January 1, 1978 — January 1, 1979 Policy No. 0220 02 023550 Keystone January 1, 1979 — January 1, 1980 Policy No. 0221 02 023550 Keystone July 1, 1980 — July 1, 1981 Policy No. 0222 02 023550 Keystone July 1, 1981 — July 1, 1982 Policy No. 0223 02 023550 Keystone July 1, 1982 — July 1, 1983 Policy No. 0224 02 023550 Keystone July 1, 1983 — July 1, 1984 Policy No. 0225 02 023550 Keystone July 1, 1984 — July 1, 1985 Policy No. 0226 02 023550 Keystone July 1, 1985 — July 1, 1986 Policy No. 0227 02 023550 Keystone July 1, 1986 — July 1, 1987 Policy No. 0220 05 023550 Keystone March 27, 1969 — January 1, 1970 Policy No. 0221 05 023550 Keystone January 1, 1970 — January 1, 1971 Policy No. 0222 05 023550 Keystone January 1, 1971 — January 1, 1972 Policy No. 0223 05 023550 Keystone January 1, 1972 — January 1, 1973 Policy No. 0224 05 023550 Keystone January 1, 1973 — January 1, 1974 Policy No. 0225 05 023550 Keystone January 1, 1974 — January 1, 1975 Policy No. 0226 05 023550 Keystone July 1, 1975 — July 1, 1976 Policy No. 0227 05 023550 Keystone July 1, 1976 — July 1, 1977 Policy No. 0228 05 023550 Keystone July 1, 1977 — July 1, 1978 Policy No. 0229 05 023550 Keystone July 1, 1978 — July 1, 1979 Policy No. 0520 00 049708 Wickwire Brothers January 1, 1959 — January 1, 1960 Policy No. 0520 03 049708 Wickwire Brothers January 1, 1959 — January 1, 1960 Policy No. 0521 03 049708 Wickwire Brothers January 1, 1960 — January 1, 1961 Policy No. 0522 03 049708 Wickwire Brothers January 1, 1961 — January 1, 1962 Policy No. 0523 03 049708 Wickwire Brothers January 1, 1962 — January 1, 1963 Policy No. 0524 03 049708 Wickwire Brothers January 1, 1963 — January 1, 1964 Policy No. 0525 03 049708 Wickwire Brothers January 1, 1964 — January 1, 1965 Policy No. 0526 03 049708 Wickwire Brothers January 1, 1965 — January 1, 1966 Policy No. 0527 03 049708 Wickwire Brothers January 1, 1966 — January 1, 1967 Policy No. 0528 03 049708 Wickwire Brothers January 1, 1967 — January 1, 1968 Policy No. 0529 03 049708 Wickwire Brothers January 1, 1968 — January 1, 1969 Policy No. 0520 03 049708 Wickwire Brothers January 1, 1969 — January 1, 1970 Signatures