EXHIBIT 10.5
MK RAIL SECURITIES LITIGATION
Memorandum Of Understanding
Between Plaintiffs And
The Individual Defendants
The Plaintiffs (as defined below) and the Individual Defendants (as
defined below), as parties to this Memorandum of Understanding ("MOU"), have
reached an agreement in principle as of June 5, 1995 providing for the
settlement of the claims asserted against the Individual Defendants in the class
actions pending in the United States District Court for the District of Idaho
entitled: XXXXXX, ET AL. V. MK RAIL CORPORATION, ET AL., Case No. 94-478; and
SUSSER, ET AL. V. MK RAIL CORPORATION, ET AL., Case No. 94-477, which actions
have been consolidated and are herein collectively termed "the Litigation."
DEFINITIONS
A. "Class" means the proposed plaintiff settlement class in the
Litigation, as more particularly defined for purposes of the settlement in
PARA 11 below.
B. "MK" means defendant Xxxxxxxx Xxxxxxx Corporation.
C. "MK Rail" means defendant MK Rail Corporation.
D. "Individual Defendants" means defendants Xxxxxxx Xxxx, Xxxxxxx
Xxxxx, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxx, and Xxxxxxx Xxxxxxxxxx.
E. "Underwriter Defendants" means defendants Xxxxxx Xxxxxxx, Inc. and
C.S. First Boston Corp., as well as the several U.S. and international
underwriters identified in schedules I and II to the Underwriting Agreement
dated April 26, 1994.
F. "Parties" means the Plaintiffs, the Class, MK, MK Rail, the
Individual Defendants, and the Underwriter Defendants.
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G. "Court" means the United States District Court for the District of
Idaho.
H. "Lead Counsel" means the lead counsel for Plaintiffs appointed by
order of the Court.
I. "Fidelity" means The Fidelity and Casualty Company of New York,
which has issued a Director's and Officer's Liability Insurance Policy, under
which coverage has been requested by the Individual Defendants.
J. "Great American" means Great American Insurance Company, which has
issued a Director's and Officer's Liability Insurance Policy, under which
coverage has been requested by the Individual Defendants.
K. "Reliance" means Reliance Insurance Company, which has issued a
Director's and Officer's Liability Insurance Policy, under which coverage has
been requested by the Individual Defendants.
L. "CNA" means Continental Casualty Company, which has issued a
Director's and Officer's Liability Insurance Policy, under which coverage has
been requested by the Individual Defendants.
M. "Insurers" means Great American, Reliance, CNA, and Fidelity.
N. "MK Action" means the consolidated class actions pending against
MK and certain of the Individual Defendants pending before the United States
District Court for the District of Idaho.
O. "MK Rail Derivative Action" means the double derivative action
brought against MK Rail as a nominal defendant and the Individual Defendants
and/or others and pending before
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the court of Idaho and captioned WOHLGELERNTER X. XXXX, ET AL., CV 0500656.
P. "MK Derivative Actions" means the derivative actions brought
against MK as a nominal defendant and the Individual Defendants and/or others
and pending before the court of Idaho and captioned: WOHLGELERNTER X. XXXX, ET
AL.; XX XXXXX, ET AL. V. MK, ET AL.; XXXXX X. XXXX, ET AL.; and XXXXXXX X. XXXX,
ET AL.; as well as the derivative actions brought against MK as a nominal
defendant and the Individual Defendants and/or others and pending before the
courts of Delaware and captioned: ANTONICELLO X. XXXX, ET AL.; XXXXXXX X. XXXX,
ET AL.; CITRON X. XXXX, ET AL.; XXXXX X. XXXX, ET AL.; HAMMERSLOUGH X. XXXX, ET
AL.; ROSENN X. XXXX, ET AL.; XXXXX X. XXXX, ET AL.; and XXXX X. XXXX, ET AL.
Q. "Plaintiffs" means the named Plaintiffs, individually and as
representatives of the Class, in the Litigation.
R. "Defendants" means MK, MK Rail, the Underwriter Defendants, and
the Individual Defendants, collectively.
S. "Final Court Approval" means that an order entered by a court of
competent jurisdiction approving the relevant settlement on terms mutually
satisfactory to the Parties and the Insurers has become final and nonappealable.
TERMS OF THE MOU
1. A settlement has been reached with respect to the claims asserted
against the Individual Defendants in the Litigation in the amount of $6.0
million in cash, including $1.0 million for the purchase of MK Rail preferred
stock as described below, subject to the terms and conditions of a Stipulation
of
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Settlement and such other documentation as may be required to evidence the
settlement and obtain prompt Court approval of the settlement (collectively, the
"Stipulation") to be negotiated in good faith among Plaintiffs, the Individual
Defendants, MK Rail, MK, and the Insurers. Settlement of the Litigation is
expressly conditioned upon Final Court Approval of the settlement of the
Litigation as a whole and the settlement of the MK Rail Derivative Action.
2. Fidelity has agreed, subject to the terms and conditions of this
MOU, that, within twenty (20) business days after the signing of this MOU, the
MOU in the Litigation among Plaintiffs, the Underwriter Defendants, MK Rail and
MK, and the MOUs relating to the MK Action, the MK Derivative Actions and the MK
Rail Derivative Action, it will pay into a joint, interest-bearing account
located in Boise, Idaho and controlled jointly by Lead Counsel, designated
counsel for the Individual Defendants, counsel for Fidelity and counsel for MK
Rail (if MK Rail has contributed $1 million in cash to the joint account
pursuant to PARA 3) (subject to Court oversight) the sum of $5,000,000.
3. MK Rail agrees, subject to the terms and conditions of this MOU,
that, within twenty (20) business days after the signing of this MOU and the MOU
in the Litigation among Plaintiffs, the Underwriter Defendants, MK Rail, and MK
and the MOUs relating to the MK Actions, the MK Derivative Actions, and the MK
Rail Derivative Action, MK Rail shall either (i) deposit in the joint account
for the benefit of the class the sum of $1 million or (ii) will cause to be
created and transferred for the benefit of the Class to the joint account
appropriately legended certificate(s) evidencing shares of non-voting preferred
stock
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with a stated and redemption value of $1 million on the terms set forth in
Attachment A hereto, (which terms have been accepted and agreed to by Fidelity)
(the "Preferred Stock"). Notwithstanding that MK Rail has elected to deposit
Preferred Stock in the joint account, it may later elect to replace the same
with $1 million in cash by giving written notice of its intention to do so to
Plaintiffs at any time on or prior to the first business day following Final
Court Approval. In the event that MK Rail makes such an election, then, within
five (5) business days after the date of Final Court Approval, MK Rail shall
cause to be deposited in the Settlement Account (as hereafter defined) the sum
of $1 million, but without obligation to make any payment on account of
dividends accruing on the Preferred Stock (which dividends shall not be payable
unless declared by MK Rail's Board). Simultaneously with such deposit, the
certificate or certificates evidencing the Preferred Stock shall be released
from the joint account or the Settlement Account and shall be cancelled and not
reissued. In the event that MK Rail does not elect to deposit $1 million in the
joint account, Plaintiffs agree to sell, and Fidelity agrees to purchase, the
Preferred Stock for $1,000,000 in accordance with this MOU within five (5)
business days from Final Court Approval. In the event that the Settlement
Account becomes liable for any Federal income tax incurred solely by reason of
the sale of the Preferred Stock by the Plaintiffs or the Settlement Account, as
the case may be, to Fidelity, MK Rail shall pay to the Settlement Account an
amount equal to such tax liability.
4. All funds in the joint account provided for in PARA 2, including
all interest earned thereon but excluding costs of
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providing notice to the Class (which costs will not exceed $30,000) (the "Notice
Costs"), will be transferred to a Settlement Account controlled by Lead Counsel
(subject to Court oversight), and the shares of Preferred Stock, if such shares
were transferred to, and remain in, the joint account, will be issued and sold
to Fidelity, or, alternatively, in the event that MK Rail elected to deposit $1
million in cash in the joint account, the $1 million in cash will be transferred
to the Settlement Account, upon the occurrence of the following conditions:
(a) (i) There has been Final Court Approval of the settlements of
the Litigation and the MK Rail Derivative Action and (ii) all other
conditions to such settlements have been satisfied or waived, and such
settlements are being consummated contemporaneously with this settlement;
AND EITHER
(b) No case has been commenced by or against MK Rail under Title 11
of the United States Code or any similar law and no trustee, receiver,
conservator or similar custodian has been appointed for MK Rail or its
property (any such case or appointment, a "Bankruptcy Case"); OR
(c) If a Bankruptcy Case has been commenced in respect of MK Rail, an
order has been entered by the court having jurisdiction over the Bankruptcy
Case and has become final and nonappealable that (i) approves the
settlement, (ii) authorizes MK Rail's performance of all of its obligations
in respect of the settlement, and (iii) authorizes the use of the insurance
policies to make such payments into the Settlement Account, all in form and
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substance satisfactory to the Parties and Fidelity. By agreeing to this
condition, none of the Plaintiffs, the Individual Defendants, or the
Insurers concedes that the court exercising jurisdiction over the
Bankruptcy Case has any jurisdiction over, or the debtor's estate has any
interest in, the insurance policies, the insurance proceeds, or the
proceeds of the settlement.
All cash funds in the joint account provided for in PARA 2 shall be
(a) used to pay for Notice Costs (but in no event in excess of $30,000 in
the aggregate), (b) paid into the Settlement Account pursuant to this
PARA 4 or (c) repaid to Fidelity or MK Rail pursuant to PARA 7. All stock
transferred to the joint account shall be (a) sold to Fidelity pursuant to
this PARA 4 or (b) returned to MK Rail pursuant to PARA 7. Under no
circumstances whatsoever shall any cash funds in the joint account be
payable to, or recoverable by, MK or MK Rail, except that, if MK Rail has
elected to deposit $1 million in cash in the joint account pursuant to
PARA 3, MK Rail shall be entitled to recover that $1 million in cash from
the joint account pursuant to PARA 7 hereto. MK Rail, Plaintiffs,
Fidelity, and the Individual Defendants agree to execute such documentation
as may be necessary to effectuate the transactions in MK Rail preferred
stock provided for herein.
5. If the condition specified in PARA 4(a)(i) has been satisfied but
the conditions specified in PARA 4(b) or PARA 4(c) (whichever then applies) has
not been satisfied, Plaintiffs may elect to terminate the settlement at any time
thereafter by giving written notice to the other Parties and the Insurers, in
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which event: (a) the releases given, if any, and judgment entered in favor of
Defendants pursuant to the settlement, if any, shall be null and void and the
Parties shall return to their respective litigation positions as of June 5,
1995, with all of their respective claims and defenses preserved; and (b) the
provisions of PARA 12 shall have no force and effect. If any of the conditions
specified in PARA 4(a)(i) has not occurred by a date to be specified in a
separate writing to be kept confidential and disclosed only to the Parties, the
Insurers, their counsel, and the Court, Plaintiffs may elect to terminate the
settlement at any time thereafter by giving written notice to the other Parties
and the Insurers, in which event: (a) the releases given, if any, and judgment
entered in favor of Defendants pursuant to the settlement, if any, shall be null
and void and the Parties shall return to their respective litigation positions
as of June 5, 1995, with all of their respective claims and defenses preserved;
and (b) the provisions of PARA 12 shall have no force and effect.
6. The Plaintiffs, the Individual Defendants, MK Rail, Fidelity and
CNA will enter into a separate agreement entitling the Individual Defendants
and/or MK Rail and/or Fidelity and/or CNA to void the settlement if the holders
of a specified number of MK Rail shares opt out of the Class, which number will
be agreed to by the Plaintiffs, the Individual Defendants, MK Rail, Fidelity and
CNA and memorialized in a separate writing which shall be kept confidential and
disclosed only to the Parties, their counsel, and the Court.
7. In the event that this settlement is terminated due to the
occurrence or non-occurrence of conditions set forth in the MOUs in the
Litigation or the MK Rail Derivative Action MOU,
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or if the right provided for in PARA 6 is exercised, or if this settlement does
not receive Final Court Approval:
(a) all cash funds then existing in the joint account shall be
returned to Fidelity and/or MK Rail (MK Rail is entitled to have cash
funds from the joint account returned if it has elected to contribute
$1 million in cash to the joint account in lieu of Preferred Stock,
pursuant to PARA 3. In this event, MK Rail shall only be entitled to
recover $1 million in cash from the joint account plus interest
thereon), together with all interest earned thereon but less any
Notice Costs, not to exceed $30,000, paid or incurred to date, which
Notice Costs shall be deducted from the amount returned to Fidelity
and reduce the limit of the Fidelity policy by a like amount;
(b) the Plaintiffs, the Class, MK, MK Rail, the Underwriter
Defendants, and the Individual Defendants shall return to their respective
litigation positions as of June 5, 1995, with all of their respective
claims and defenses preserved; and
(c) the shares of MK Rail Preferred Stock, if any, and all dividends
paid thereon to date will be returned to MK Rail.
8. The settlement will be no-recapture, I.E., it is not a claims-made
settlement. None of the Individual Defendants, MK, MK Rail, the Underwriter
Defendants, or Fidelity will have any interest in, or ability to obtain, the
cash funds after payment into the Settlement Account, nor will the Individual
Defendants, Fidelity, the Underwriter Defendants, MK, or MK Rail
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have any involvement in, or liability for, the allocation of settlement proceeds
or reviewing or challenging claims of members of the Class. The settlement
claims process will be administered by a Claims Administrator of Lead Counsel's
selection and will be subject to Court oversight.
9. The Individual Defendants and MK Rail will not object to a motion
seeking an order of the Court that any attorneys' fees and costs awarded to
Plaintiffs' counsel by the Court shall be paid to Plaintiffs' counsel
immediately upon transfer of the funds into the Settlement Account as provided
in PARA 4. Plaintiffs' counsel who receive such fees agree that they, their
partners and/or shareholders will be subject to the jurisdiction of the Court
for recall of any fees received. The Individual Defendants and MK Rail will not
object to the payment of an incentive award to Plaintiffs of a total of $15,000
upon application to, and approval by, the Court.
10. If, after Final Court Approval of this settlement, a Bankruptcy
Case is commenced in respect of MK or MK Rail and the court having jurisdiction
over the Bankruptcy Case enters an order that has become final and nonappealable
determining the payment of any funds into the Settlement Account established by
this MOU to be recoverable by MK and/or MK Rail as a preference, voidable
transfer, fraudulent transfer, or similar transaction, then Lead Counsel may
elect to have the releases given and judgment entered in favor of MK and/or MK
Rail pursuant to the settlement be null and void, and the Plaintiffs, the Class,
MK, and/or MK Rail shall thereupon be restored to their respective positions in
the Litigation as of June 5, 1995, with all of their respective claims and
defenses preserved; provided, however, that
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the claims of the Plaintiffs and the Class against MK and/or MK Rail shall be
limited to the product of multiplying $47,000,000 by: (i) a fraction, the
numerator of which shall be the amounts (if any) of the proceeds of this
settlement that were recovered by MK and/or MK Rail from Plaintiffs and/or the
Class pursuant to the entry of the foregoing final order and proceedings
ancillary thereto and the denominator of which shall be $6,000,000 and (ii) 1.2,
provided that the resulting product shall be limited to, and never exceed
$47,000,000. The Releases given to the Individual Defendants and the Insurers
shall not become null and void or otherwise be affected by this paragraph. In
the event that the proceedings in the Bankruptcy Case result in any recovery of
the proceeds of this settlement by any of the Insurers and/or the Individual
Defendants, each Insurer and/or Individual Defendant receiving such funds agrees
to repay all amounts it recovers to a court-supervised escrow account, and the
releases given to the Insurers and the Individual Defendants shall remain in
full force and effect.
11. For settlement purposes only, the Parties will stipulate to the
certification of the Litigation as a class action on behalf of a plaintiff class
consisting of all purchasers of MK Rail stock (excluding MK Rail, MK, the
Underwriter Defendants, and the Individual Defendants) who suffered harm thereby
during the period of April 26, 1994 through April 25, 1995, inclusive. If the
settlement is not approved or is terminated, all rights existing prior to this
MOU to urge or oppose certification of a plaintiff class shall be preserved.
12. Upon Final Court Approval of the settlement, all claims alleged
in the Litigation against the Individual
12
Defendants and MK Rail shall be dismissed with prejudice and without costs to
any Party. The releases given and obtained by the Parties and Insurers pursuant
to the implementation of this MOU are given and obtained in consideration of the
promises, covenants and benefits reflected herein and in consideration of the
promises, covenants and benefits reflected in the MK Rail Derivative Action MOU.
The Plaintiffs and Class shall provide appropriate releases to MK Rail, the
Individual Defendants, the Insurers, and their affiliates (including MK Rail's
and the Insurers' current and former officers, directors, employees, attorneys,
and agents) from any and all claims arising out of, or in any respect having
their origin in, or relating to, any claims or facts giving rise to the claims
that were or could have been asserted by the Class in the Litigation.
Plaintiffs' counsel will cooperate in obtaining appropriate bar orders against
claims asserted against MK Rail, the Individual Defendants, the Insurers and/or
their respective affiliates. The entry of a bar order satisfactory to MK Rail,
the Insurers and the Individual Defendants and containing provisions for a
proportionate fault finding as to any party subject to the bar order, and,
alternatively, provisions for reduction of judgment and indemnification of the
settling parties and their affiliates against claims and claims-over shall be a
condition to the settlement. The Defendants shall exchange appropriate mutual
releases.
13. None of the Plaintiffs, the Insurers, the Individual Defendants,
or their attorneys will issue a press release. They are, however, free to
respond to any press inquiry.
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14. Plaintiffs' counsel will take no adverse position if the
Individual Defendants make a motion for approval of indemnification by MK or MK
Rail of any Individual Defendant, but Plaintiffs do not concede that MK or MK
Rail are entitled to a claim against the insurance policies or any insurance
proceeds for any indemnification.
15. If Final Court Approval of the settlement is not obtained or the
settlement is terminated, this MOU shall be null, void, inadmissible in any
proceeding before any court or tribunal, and of no further force or effect
(except that the provisions of PARA 7 shall survive). In such event, neither
this MOU nor the fact of its execution shall be deemed to prejudice in any way
the positions of the Parties with respect to the claims asserted in the
Litigation, and the Parties shall be returned to their respective litigation
positions as of June 5, 1995, with all of their respective claims and defenses
preserved.
16. The effectiveness of this MOU is conditioned upon the execution
and delivery to the Insurers by MK, MK Rail, and the Individual Defendants of
agreements, in form and substance satisfactory to the Insurers, regarding
releases and related matters.
17. This MOU shall be governed by the law of the State of Delaware.
It may not be modified, except by a writing signed by all of the Parties and the
Insurers.
18. This Memorandum may be executed in separate counterparts, each of
which when so executed shall constitute an original, but all of which together
shall constitute the same instrument.
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Dated 9/5/96
______________________________ ________________________________
Xxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx
Xxxxxx & Xxxxxx X.X. Doepken, Keevican & Xxxxx
0000 Xxxxx Xxxxxx-Xxxxx 2929 USX Xxxxx-00xx Xxxxx
Xxxxxxx, XX 00000 000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attorney for MK Rail Corporation
/s/ Xxxx X. Xxxxxxxxxx
_______________________________ ________________________________
Xxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxxxx
Milberg, Weiss, Xxxxxxx, Xxxxx Xxxxxxxx & Xxxxxxxx
& Xxxxxx 000 Xxxxxxx Xx., X.X.
000 Xxxxxx Xxxxxx-00xx Xxxxx Xxxxxxxxxx, X.X. 00000
Xxx Xxxxxxxxx, XX 00000
Attorney for Xxxxxxx X. Xxxx
_______________________________ _______________________________
Xxxxx Xxxxxxx P. Xxxxx Xxxxxx
Xxxxx & Xxxxxxx Hawley, Troxell, Xxxxx & Xxxxxx
00000 Xxxxxxxx Xxxx. First Interstate Center
24th Floor 000 Xxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxxxx 0000
Xxxxx, XX 00000
Lead Counsel for Plaintiffs
Attorney for Xxxxx X. Xxxxxx, Xx.
_______________________________ ________________________________
Xxx X. Xxxx Xxxxxx X. Xxxxx
Xxxxx & Xxxxxx Xxxxxx & Xxxxx
000 Xxxxx Xxxxxx Xxxxxx- 550 East Hope Street - Suite 1400
Suite 3000 Xxx Xxxxxxx, XX 00000
Xxx Xxxxxxx, XX 00000
Attorney for Xxxxxxx X. Xxxxx
Attorney for The Fidelity &
Casualty Company of New York
_______________________________ _______________________________
Xxxxx X. Xxxxxxxxxx, Esq. Xxxxxxx X. Xxxxx
Xxxxxxxx & Xxxx Xxxxxxx, Arps, Slate, Xxxxxxx &
000 Xxxx Xxxxxxxx Xxxxx Xxxx
Xxxxx 0000 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, XX 00000
Attorney for Great American Attorney for Xxxxxxx Xxxxxxx and
Insurance Company Xxxxxxx Xxxxxxxxxx
15
Dated 9/6/95
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxxx X. Xxxxxx
______________________________ ________________________________
Xxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx
Xxxxxx & Xxxxxx X.X. Doepken, Keevican & Xxxxx
0000 Xxxxx Xxxxxx-Xxxxx 2929 USX Xxxxx-00xx Xxxxx
Xxxxxxx, XX 00000 000 Xxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attorney for MK Rail Corporation
/s/ Xxxxx X. Xxxxxxxxx
_______________________________ ________________________________
Xxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxxxx
Milberg, Weiss, Xxxxxxx, Xxxxx Xxxxxxxx & Xxxxxxxx
& Xxxxxx 000 Xxxxxxx Xx., X.X.
000 Xxxxxx Xxxxxx-00xx Xxxxx Xxxxxxxxxx, X.X. 00000
Xxx Xxxxxxxxx, XX 00000
Attorney for Xxxxxxx X. Xxxx
/s/ Xxxxx Xxxxxxx /s/ P. Xxxxx Xxxxxx
_______________________________ _______________________________
Xxxxx Xxxxxxx P. Xxxxx Xxxxxx
Xxxxx & Xxxxxxx Hawley, Troxell, Xxxxx & Xxxxxx
00000 Xxxxxxxx Xxxx. First Interstate Center
24th Floor 000 Xxxx Xxxx Xxxxxx
Xxx Xxxxxxx, XX 00000 Xxxxx 0000
Xxxxx, XX 00000
Lead Counsel for Plaintiffs
Attorney for Xxxxx X. Xxxxxx, Xx.
/s/ Xxx X. Xxxx /s/ Xxxxxx X. Xxxxx
_______________________________ ________________________________
Xxx X. Xxxx Xxxxxx X. Xxxxx
Xxxxx & Xxxxxx Xxxxxx & Xxxxx
000 Xxxxx Xxxxxx Xxxxxx- 550 East Hope Street - Suite 1400
Suite 3000 Xxx Xxxxxxx, XX 00000
Xxx Xxxxxxx, XX 00000
Attorney for Xxxxxxx X. Xxxxx
Attorney for The Fidelity &
Casualty Company of New York
/s/ Xxxxx X. Xxxxxxxxxx /s/ Xxxxxxx X. Xxxxx
_______________________________ _______________________________
Xxxxx X. Xxxxxxxxxx, Esq. Xxxxxxx X. Xxxxx
Xxxxxxxx & Xxxx Xxxxxxx, Arps, Slate, Xxxxxxx &
000 Xxxx Xxxxxxxx Xxxxx Xxxx
Xxxxx 0000 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Xxx Xxxx, XX 00000
Attorney for Great American Attorney for Xxxxxxx Xxxxxxx and
Insurance Company Xxxxxxx Xxxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxxx
_______________________________
Xxxxxxx X. Xxxxxxxx, Esq.
Xxxxx X. Xxxxx, Esq.
Drinker, Xxxxxx & Xxxxx
000 Xxxxxxxxx Xx., X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attorneys for Reliance Insurance
Company
/s/ Xxxxx X. Xxxxx
______________________________
Xxxxx X. Xxxxx, Esq.
Xxxx, Xxxxx & Xxxxxxx
000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000-0000
Attorney for Continental Casualty
Company
