Exhibit 10.1
SETTLEMENT AGREEMENT
This SETTLEMENT AGREEMENT ("Agreement") is made
and entered into as of this 22nd day of December, 1997,
by and among THE HOME INSURANCE COMPANY, an insurance
company organized and existing under the laws of the
State of New Hampshire, having its principal office at 59
Maiden Lane, New York, New York 10038 ("Home"), MITCHELL
E. RUDIN, as Receiver for OLYMPIA & YORK MAIDEN LANE
COMPANY, LLC, having an office at 200 Park Avenue, New
York, New York 10166 ("the Receiver"), MARINE MIDLAND
BANK, a New York State banking corporation and trust
company, as successor Indenture Trustee under the
Indenture, dated as of December 23, 1985 ("Indenture"),
having its principal corporate trust office at 140
Broadway, New York, New York 10005 (the "Trustee") and
RISK ENTERPRISE MANAGEMENT LIMITED, a Delaware
corporation, having its principal office at 59 Maiden
Lane, New York, New York 10038 ("REM").
W I T N E S S E T H
WHEREAS, on or about July 19, 1996, Home
commenced an action in the New York State Supreme Court
for New York County, captioned The Home Insurance Company
v. Olympia & York Maiden Lane Company, etc. (Index No.
603714/96) (the "Rent Litigation"); and
WHEREAS, on January 20, 1997, Home served its
Second Amended and Verified Complaint in the Rent
Litigation; and
WHEREAS, on January 30, 1997, Olympia & York
Maiden Lane Company, LLC ("O&Y") and the Trustee served
answers and counterclaims against Home in the Rent
Litigation; and
WHEREAS, the undersigned desire to settle,
compromise and extinguish certain of the claims, causes
of action, demands, and counterclaims they have asserted
in the Rent Litigation; and
WHEREAS, the undersigned have entered into an
agreement dated August 1, 1997, which sets forth the
terms and conditions upon which the undersigned have
agreed to settle, compromise and extinguish such claims,
causes of action, demands, and counterclaims (the "Term
Sheet"); and
WHEREAS, the Term Sheet requires the execution
and delivery by the undersigned of a definitive agreement
embodying the terms and conditions set forth in the Term
Sheet (the "Definitive Agreement") by no later than
August 31, 1997, which date has, upon the mutual consent
of the parties to the Term Sheet, previously been
extended to September 12, 1997 and further extended to
September 26, 1997, October 15, 1997, October 31, 1997,
November 14, 1997, November 21, 1997, December 1, 1997,
December 8, 1997, December 17, 1997 and December 24,
1997; and
WHEREAS, the undersigned intend for this
Settlement Agreement to be the Definitive Agreement;
NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein and for other
good and valuable consideration acknowledged by each of
the undersigned to be satisfactory and sufficient the
undersigned do hereby agree as follows:
1. DEFINITIONS.
"Final Order" means an order or judgment of a
bankruptcy court (or other court of competent
jurisdiction) entered by the Clerk of the bankruptcy
court (or such other court) on the appropriate docket,
the effect of which has not been stayed and as to which
the time to appeal, petition for review or rehearing or
certiorari has expired, and from which no appeal,
petition for review or rehearing or certiorari was filed,
or from which any such appeal or petition has been
finally determined, dismissed, withdrawn or denied.
"Leased Premises" shall have the meaning
assigned thereto in Section 5 hereof.
"Owner" means the Trustee, until such time as
title to the Premises is transferred to a transferee
("Transferee"), whereupon "Owner" shall thereafter mean
such Transferee.
"Premises" means 59 Maiden Lane, New York, New
York.
2. CLOSING: TERMINATION
(a) Closing. The closing of the transactions
contemplated hereby (the "Closing"), shall take place at
the offices of Kelley Drye & Warren LLP, 101 Park Avenue,
New York, New York 10178, on such date as may be
mutually agreed upon by the parties hereto upon
satisfaction (or waiver by the appropriate party) of the
conditions to closing set forth in Section 9 hereof, but
shall be no later than April 30, 1998 ("Termination
Date"), unless (i) the parties hereto mutually agree to
extend the Termination Date, or (ii) a case or proceeding
under the bankruptcy laws of the United States of
America, as now or hereafter in effect, is filed by or
against O&Y or Olympia & York Maiden Lane Finance Corp.
("O&Y Finance"), in which case the Termination Date will
be extended until the fifth business day after the
issuance of a Final Order dismissing the case or
proceeding in bankruptcy, confirming a plan of
reorganization or plan of dissolution, or approving the
terms of this Settlement Agreement.
(b) Termination. In the event that the
Closing has not occurred by the Termination Date, as the
same may be extended as set forth above, this Settlement
Agreement shall automatically terminate without any
further act on the part of any party hereto. Upon
termination of this Settlement Agreement in accordance
with the terms hereof, (i) all rights and obligations of
the parties hereunder shall terminate without any
liability of any party to any other party (except for the
liability of any party then in breach of the terms
hereof) and (ii) all of the claims, counterclaims and
defenses of all the parties in the Rent Litigation shall
be fully reinstated. Notwithstanding the terms of the
foregoing sentence, any and all funds released or to be
released by the Temporary Receiver (and any and all
interest accruing thereon and any additional funds which
may be recovered from the Temporary Receiver) pursuant to
Section 4 hereof shall be and shall remain permanently
and irrevocably the sole property of the Trustee and
shall be deemed applied in respect of the order of The
Honorable Justice Norman Ryp, dated December 30, 1996,
entered in the Rent Litigation.
3. ESCROW AGREEMENT: DEPOSIT OF FUNDS:
RELEASE OF FUNDS.
The parties hereto have previously entered into the
Escrow Agreement, dated as of August 1, 1997 ("Escrow
Agreement"), among Home, the Receiver, the Trustee, and
Stroock & Stroock & Lavan LLP, as escrow agent ("Escrow
Agent"). On August 1, 1997, Home deposited with Escrow
Agent the sum of $52,143,382.91. Home agrees to pay to
the Escrow Agent, as and when due, all other amounts due
from Home under the Escrow Agreement or the Lease (as
defined in Section 5(a) hereof) or hereunder, such
amounts to be held by the Escrow Agent in escrow in
accordance with the terms of said Escrow Agreement. Upon
closing or upon the occurrence of an Event of Termination
(as defined in the Escrow Agreement) all amounts held by
Escrow Agent shall be released in accordance with the
terms of the Escrow Agreement.
4. RELEASE OF FUNDS HELD BY THE TEMPORARY
RECEIVER.
Pursuant to a Consent Order, dated August 22, 1997, by
The Honorable Justice Beatrice Shainswit, entered in the
Rent Litigation, Albert Sontag, the temporary receiver
("Temporary Receiver") appointed by The Honorable Justice
Norman Ryp, irrevocably released to the Trustee all funds
then held by the Temporary Receiver. Such release of
funds is irrevocable, is not conditioned on the
satisfaction of the conditions to Closing set forth in
Section 9 hereof and is deemed applied in respect of the
order The Honorable Justice Norman Ryp, dated December
30, 1996, entered in the Rent Litigation. This Section 4
shall survive the termination of this Settlement
Agreement.
5. LEASED PREMISES: RENTAL PAYMENTS.
(a) The parties hereto agree to enter into,
concurrently upon the Closing, a new lease in the form
attached hereto as Exhibit A ("Lease"), provided for the
lease by Home of a portion of the Premises, as described
in the Lease ("Lease Premises"), said Lease to be
effective as of June 1, 1997. The parties hereto hereby
acknowledge and agree that it is their intent that the
execution of the Lease shall not constitute a novation of
the lease dated June 29, 1984, between Home and O&Y
("Original Lease"). If, notwithstanding the previous
sentence, a court of competent jurisdiction determines
that the execution of the Lease constitutes a novation of
the Original Lease, then the rights and obligations of
the parties under the Lease shall terminate and the
rights and obligations of the parties under the Original
Lease shall be reinstated in accordance with Section 11
hereof.
(b) Home represents and warrants that it has
already paid (i) to the Escrow Agent a sum equal to the
total amount of all fixed rent (as defined in the Lease),
excluding any additional rent (as defined in hte Lease;
which terms as used herein and in the Lease, is intended
to include any additional rent related to Special
Services), that would be due under the Lease for the
period from June 1, 1997 through the date of this
Agreement, which amount of fixed rent is being held by
the Escrow Agent pursuant to the terms of the Escrow
Agreement and (ii) to the Trustee, all amounts of
additional rent which were due and payable for the period
from June 1, 1997 through the date of this Agreement.
From the date hereof, through the date of Closing, Home
agrees (i) to promptly pay to the Escrow Agent, as and
when due, all amounts of fixed rent, such amounts to be
held by the Escrow Agent pursuant to the terms of the
Escrow Agreement, and (ii) to promptly pay to the Owner,
as and when due, all amounts of additional rent due under
the Lease. Commencing upon the Closing and continuing
thereafter during the term of the Lease, Home agrees to
promptly pay all subsequent amounts of fixed rent and
additional rent directly to the Owner.
(c) REM hereby absolutely and unconditionally
guarantees and agrees to be liable for the full and
indefeasible payment of all fixed rent, additional rent
and all other amounts due from Home under the Lease for
the period commencing June 1, 1997 through and including
the earliest of (i) December 31, 2000, (ii) the date upon
which REM ceases, for whatever reason, to manage the
business and affairs of Home, or (iii) the filing of a
petition seeking an order for a formal proceeding against
Home under the Insurers Rehabilitation and Liquidation
Act (N.H. Rev. Stat. Ann. SECTIONSECTION 402-C:1, et seq.).
6. SUBLEASE INCOME: SUBLEASE ASSIGNMENT
(a) Home has already paid to the Escrow Agent
a sum equal to the total amount of all sublease rental
income which was due and payable from and after June 1,
1997 through the date of this Agreement under any and all
subleases of the Leased Premises, as may now or hereafter
be in effect, granted by Home to other persons
("Subleases"), which amount is being held by the Escrow
Agent pursuant to the terms of the Escrow Agreement.
From and after the date hereof through the date of
Closing, Home agrees to promptly pay to the Escrow Agent,
as and when received, all subsequent amounts of sublease
rental income received by Home under any and all
Subleases, such amounts to be held by the Escrow Agent
pursuant to the terms of the Escrow Agreement.
Commencing upon the Closing and continuing thereafter,
Home agrees to promptly pay all amounts of sublease
rental income which may be subsequently received by Home
under any and all Subleases directly to the Owner.
(b) At the Closing, Home shall (i) assign to
the (x) Receiver, or (y) with the approval of the
bankruptcy court (or other court of competent
jurisdiction), the Owner, its entire right, title and
interest in and to any or all of the Subleases and the
Owner shall thereupon assume all obligations of Home
under such assigned Subleases arising after the date of
such assignment, (ii) notify the subtenants under such
assigned Subleases that all future rent payments
thereunder are to be made directly to the Owner at such
address as the Owner shall specify, and (iii) transfer
all security deposits, if any, in respect of the assigned
Subleases to the Owner.
(c) Upon the Owner's assumption of Home's
obligations under the Subleases pursuant to Section 6(b)
hereof, the Owner shall indemnify Home against any and
all claims, losses, damages and liabilities (or actions
in respect thereof) arising under the Sublease assigned
by Home to the Owner, which claims, losses, damages and
liabilities relate to the performance or non-performance
of the obligations under such Sublease assumed by the
Owner.
(d) Attached hereto as Exhibit B is a list of
all Subleases now in effect. Home shall, within ten (10)
days of the execution of this Agreement, deliver to the
Receiver and the Trustee, (i) a description of the key
terms of each such Sublease, including the location and
amount of floor space Sublease; provided, however, such
description shall be for informational purposes only and
(ii) a copy of each such Sublease, unless, in each case,
Home has previously furnished such information to O&Y and
the Trustee.
7. TAX CERTIORARI PROCEEDINGS; RECOVERY; INDEMNIFICATION.
(a) Tax Certiorari Proceedings. Home shall
have control over the prosecution of any tax certiorari
proceedings pending with respect to taxes assessed on the
Premises for the tax years ending June 30, 1996 ("Tax
Proceedings"). In connection with the foregoing, on and
after the Closing Date, Owner shall take all reasonable
actions and execute and file all documents reasonably
necessary to transfer control of the Tax Proceedings to
Home, including, but not limited to, (i) filing with the
court having jurisdiction over such Tax Proceedings a
form of "substitution of counsel" appointing new counsel
designated by Home and (ii) terminating any fee
agreements O&Y may have with its existing counsel
relating to the Tax Proceedings in a manner whereby such
counsel will have no remaining claim for fees nor any
claim to any proceeds of the Tax Proceedings. Home shall
coordinate fully and consult frequently with the Owner in
connection with any action taken or proposed to be taken
in any such Tax Proceedings. The Owner may retain
independent counsel who, after having given written
notice to Home of his or her retention by the Owner,
shall be given notice of and be invited to attend all
meetings with representatives of the City of New York
relating to any Tax Proceedings, and any administrative
or judicial hearings relating to any Tax Proceedings.
The legal fees of such independent counsel retained by
the Owner under Section 7(a), shall be paid by Home,
solely from the proceeds received from such Tax
Proceedings, if any, as and when such legal fees shall
become due and payable, at such independent counsel's
customary and reasonable hourly rate for the actual hours
of service rendered. Home shall not enter into any
settlement of any Tax Proceedings without the prior
written consent of the Owner, which consent shall not be
unreasonably withheld.
(b) Recovery. Home shall be entitled to
receive and retain a pro rata share of the net proceeds
(after deduction of fees and expenses incurred by Home
and the Trustee or another Owner in connection with the
Tax Proceedings) received by Home, O&Y and/or the Trustee
or another Owner as a recovery in or under any Tax
Proceeding, based upon the percentage that the amount of
tax paid by Home with respect to the Premises for the
subject tax year bears to the total amount of tax paid
with respect to the Premises for the subject tax year.
In addition, Home shall be entitled to any portion of any
such recovery in a Tax Proceeding which would otherwise
be retained by O&Y, the Trustee or another Owner due to
vacant space, excluding any amounts which O&Y, the
Trustee or another Owner may be obligated to remit to any
other former or current tenant of the Premises.
(c) Indemnification. Home hereby indemnifies
O&Y, the Trustee and any other Owner, and their
respective agents, directors, officers and employees
(collectively, "Indemnified Persons") against any and all
claims, losses, damages and liabilities (or actions in
respect thereof) arising as a result of, or in connection
with, any action taken or omitted by Home or its counsel
in connection the Tax Proceedings, with respect to any
claim asserted by a tenant of the Premises or any other
person claiming rights in the Tax Proceedings, except in
any case where the Owner has expressly consented to the
actions taken or omitted by Home and/or its counsel in
such Tax Proceedings (which consent shall not be
unreasonably withheld or delayed), in which case Home
shall not so indemnify O&Y, the Trustee and any other
Owner, but only to the extent of such consent.
8. AUTHORIZATION OF COMMISSIONER.
Simultaneously upon the execution and delivery of this
Settlement Agreement by Home, Home shall deliver to the
Trustee the written authorization of the Insurance
Commissioner of the State of New Hampshire (the
"Commissioner"), authorizing Home to execute, deliver and
perform its obligations under this Settlement Agreement.
9. CONDITIONS TO CLOSING. The Closing of the
transactions contemplated by this Settlement Agreement,
except the release of funds under Section 4 hereof which
shall be irrevocable and unconditional, shall be
conditioned on the satisfaction of the following
conditions:
(a) The Noteholders (as defined in the
Indenture) shall have consented to the execution,
delivery and performance by the Trustee of this
Settlement Agreement and the other documents and
agreements executed in connection with this Settlement
Agreement in a manner reasonably satisfactory to Home and
the Trustee or a Final Order shall have been issued with
respect to O&Y or O&Y Finance, as the bankrupt debtor,
authorizing the execution, delivery and performance of
this Settlement Agreement and the other documents and
agreements executed in connection with this Settlement
Agreement.
(b) The transactions contemplated by this
Settlement Agreement and the other documents and
agreements to be executed in connection herewith shall
have been reviewed and approved by the Commissioner and
such approval of the Commissioner shall have been
evidenced in writing in a manner reasonably satisfactory
to Home, O&Y and the Trustee, such writing to be
delivered at Closing.
(c) The Commissioner shall have issued a
written statement granting assurances, to the extent that
it can grant such assurances, that (i) the transactions
contemplated by this Settlement Agreement and the other
documents executed in connection herewith shall not be
affected, overturned or otherwise voided as a result of
any bankruptcy, insolvency, liquidation or rehabilitation
of Home, (ii) the Commissioner will not attempt to avoid
or recover any funds paid by Home hereunder or in
accordance with the terms hereof, (iii) the Commissioner
will not hereafter block or attempt to block the payment
of rent by Home to O&Y or the Owner under the Lease,
subject to the filing of a petition seeking an order for
a formal proceeding against Home under the Insurers
Rehabilitation and Liquidation Act (N.H. Rev. Stat. Ann.
SECTIONS 402-C-1, et seq.), and (iv) if the Trustee prevails in
the Fraudulent Conveyance Action (as defined in Section
12 below), the Commissioner will not attempt to avoid or
recover any funds payable by Zurich (as defined in
Section 12 below) or Home (or any other Zurich affiliate)
in such Fraudulent Conveyance Action.
(d) The transactions contemplated by this
Settlement Agreement and the other documents and
agreements to be executed in connection herewith shall
have been reviewed and approved by the Owner at the time
of the Closing.
10. DELIVERIES AND ACTIONS UPON CLOSING.
(a) Release by Home, REM and Home Holdings,
Inc.. At the Closing, Home and REM shall execute and
deliver, and shall cause Home Holdings, Inc. to execute
and deliver, to each of the Receiver and the Trustee, a
release in the form attached hereto as Exhibit C.
(b) Release by the Receiver and the Trustee.
At the Closing, each of the Receiver and the Trustee
shall execute and deliver to each of Home, REM, and Home
Holdings, Inc. a release in the form attached hereto as
Exhibit D.
(c) Opinion of Home's Counsel. At the
Closing, Home shall deliver to the Trustee and O&Y an
opinion or opinions of its counsel, substantially in the
form attached hereto as Exhibit E, unless Home's counsel
reasonably believes that there is a change in the law or
facts which would affect such opinion or opinions. If
Home's counsel reasonably believes that such a change in
the law or facts has occurred, Home shall use its
reasonable efforts to cause its counsel to deliver
another opinion or opinions addressing the issues covered
in the opinion or opinions attached hereto as Exhibit E.
(d) Consent Order. At the Closing, the
parties hereto shall cause their respective counsel to
execute and deliver to counsel for Home a Consent Order
in the Rent Litigation in the form attached hereto as
Exhibit F. Counsel for Home may thereupon file said
Consent Order without further notice to the parties.
11. REINSTATEMENT OF CLAIMS. In the event that
any material provision or section of this Settlement
Agreement is construed or held by a court of competent
jurisdiction to be invalid, avoided in a bankruptcy
proceeding or otherwise, declared to be null and void, or
in violation of any law, whether in connection with a
bankruptcy proceeding or otherwise, then all rights and
obligations of the parties hereunder shall terminate
without any liability of any party to any other party and
all parties' claims, counterclaims and defenses released
pursuant to Section 10(a) and Section 10(b) hereof shall
be reinstated; provided, however, that the terms of
Section 4 hereof shall survive the termination of this
Settlement Agreement and remain if full force and effect
and all amounts paid pursuant thereto shall remain the
property of the Trustee in perpetuity in accordance
therewith and be deemed applied in respect of the order
of The Honorable Justice Norman Ryp, dated December 30,
1996, entered in the Rent Litigation.
12. RETENTION OF FRAUDULENT CONVEYANCE CLAIM.
(a) Notwithstanding the releases to be
provided by the Receiver and the Trustee under Section
10(b) hereof with respect to the Rent Litigation, each of
the parties hereto hereby agrees and acknowledges that
the Receiver and the Trustee have not released, and
therefore retain, any and all fraudulent conveyance
claims (and any and all claims related to the fraudulent
conveyance claims) asserted, or which may be asserted, by
either the Receiver or the Trustee against Zurich
Insurance Company and its affiliates and subsidiaries
(including, without limitation, Home and REM)
(collectively, "Zurich") in connection with the
fraudulent conveyance action pending in the New York
State Supreme Court for New York County, captioned Marine
Midland Bank v. Zurich Insurance Company, Centre
Reinsurance International Company, Centre Reinsurance
Dublin, Risk Enterprise Management Limited, and The Home
Insurance Company (the "Fraudulent Conveyance Action");
said claims (and any related claims) are hereby expressly
preserved and reserved (except that the Receiver and the
Trustee agree not to seek monetary damages against REM or
Home, except in accordance with the terms of Section
12(c) hereof). Notwithstanding the terms of the
foregoing sentence, the parties hereto hereby agree and
acknowledge that Home retains all rights to defend itself
in the Fraudulent Conveyance Action.
(b) Each of the parties hereto acknowledges
and agrees that, notwithstanding the releases to be
provided by the Receiver and the Trustee under Section
10(b) hereof with respect to the Rent Litigation, the
Receiver and the Trustee hereby retain and do not release
their claims asserted against Home in the Rent Litigation
up to an amount equal to $64,922,134, minus (i) any
payments of fixed rent and additional rent under the
Lease received or hereafter received by the Trustee after
June 1, 1997, whether received by the Trustee from the
Escrow Agent under the Escrow Agreement or received
directly from Home under Section 5 hereof, and (ii) any
payments of sublease rental income under the Subleases
received of hereafter received by the Trustee after June
1, 1997, whether received by the Trustee from the Escrow
Agent under the Escrow Agreement or received directly
from Home under Section 6 hereof (the "Balance"). The
Receiver and the Trustee agree not to seek recovery of
the Balance from Home, except in accordance with the
terms of Section 12(c) below.
(c) In order to preserve and reserve the
fraudulent conveyance claims (and any related claims)
against Zurich in the Fraudulent Conveyance Action, Home
agrees that, in the event a monetary judgment is rendered
in favor of the Receiver or the Trustee, which judgement
shall be final and subject to no further appeals ("FCA
Judgement"), in the Fraudulent Conveyance Action for
which Zurich is liable, and Zurich shall not have paid
the FCA Judgment within three hundred sixty-five (365)
days after the granting of such FCA Judgment, Home shall
promptly thereafter, upon the request of the Trustee, pay
to the Trustee the full amount of such FCA Judgment due
from Zurich, up to an amount not to exceed the Balance,
plus any costs of suit awarded to the Receiver and the
Trustee as part of the FCA Judgment. Upon the payment by
Home of such amount, the Receiver and/or the Trustee
shall assign all of its/their rights under the FCA
Judgment to Home. Home agrees that, in the event Home
receives from Zurich any amount in respect of any
judgment rendered in, or any settlement of, the
Fraudulent Conveyance Action, Home shall promptly pay
such amount to the Trustee, excluding any portion of such
amount paid by Zurich to Home under an indemnification
obligation to Home for legal fees and expenses.
13. TAX TREATMENT. The parties hereto hereby
agree that for all income tax purposes, any payments
received by the Owner and/or Trustee pursuant to the
foregoing provisions, including, but not limited to, any
payments received in respect of amounts deposited or paid
to the Escrow Agent, the Trustee and/or the Temporary
Receiver as referred to in Sections 3 through 7 above,
relating to periods prior to the Closing Date shall be
treated as having been received first by O&Y (as payment
in settlement of various disputes, including disputes
arising under the Original Lease) and as having been paid
by O&Y to O&Y Finance, and in turn by O&Y Finance to the
Owner and/or Trustee, in partial repayment of their
respective debt obligations.
14. MISCELLANEOUS. Each of the parties hereto
hereby agrees that it will not seek to challenge or to
have determined invalid, void or unenforceable any
provision of this Settlement Agreement or the Agreement
itself. Each of the parties hereto understands that this
Settlement Agreement contains the relinquishment of legal
rights and it has, as it has deemed appropriate, sought
the advice of legal counsel. Each of the parties hereto
declares and understands that no promise, inducement or
agreement not herein expressed has been made and this
Settlement Agreement contains the entire agreement with
regard to the subject matter described herein and the
terms of this Settlement Agreement are contractual and
not merely a recital and that it intends to be legally
barred by the same. Home hereby represents and warrants
that the execution and delivery of this Agreement has
been approved by all necessary corporate action. This
Settlement Agreement shall not be amended except in
writing signed by each of the parties.
Each of the parties hereto warrants and
represents that all information and documentation to be
supplied under the terms of this Settlement Agreement are
accurate, truthful and complete. Each of the parties
hereto further represents, warrants and covenants that is
has read and fully understands the contents of this
Settlement Agreement and the execution of this Settlement
Agreement has been duly authorized by it by whatever
action is appropriate and that it has the full power and
authority to bind itself to the terms and conditions of
this Settlement Agreement.
15. BINDING EFFECT. This Settlement Agreement
shall inure to the benefit of and shall bind each of the
parties hereto and their respective successors and
assigns.
16. GOVERNING LAW. This Settlement Agreement
shall be governed by and construed and enforced in
accordance with the laws of the State of New York,
without giving effect to principles of conflicts of laws.
17. AMENDMENT. This Settlement Agreement may
be amended, modified, superseded or cancelled only by a
written instrument executed by all the parties hereto.
18. COUNTERPARTS. This Settlement Agreement
may be executed in one or more counterparts, all of which
taken together, shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, of the undersigned have
executed this Settlement Agreement as of the date set
forth hereinabove.
THE HOME INSURANCE COMPANY
By: /s/ Roger M. Moak
Name: Roger M. Moak
Title: Senior Vice President
and General Counsel
MITCHELL RUDIN, AS RECEIVER FOR
OLYMPIA & YORK MAIDEN LANE COMPANY, LLC
By:/s/ Mitchell Rudin
MARINE MIDLAND BANK, AS INDENTURE TRUSTEE
By: /s/
Name:
Title: Vice President
RISK ENTERPRISE MANAGEMENT LIMITED
By: /s/ Roger Moak
Name: Roger M. Moak
Title: Executive Vice President
and General Counsel