exv10w3



 








Exhibit 10.3




SETTLEMENT AGREEMENT AND RELEASE




     This Settlement Agreement and Release (hereinafter “Agreement”) is made by and among EchoStar
Satellite L.L.C. (formerly known as EchoStar Satellite Corporation) and EchoStar DBS Corporation
(collectively, “EchoStar”) and the Insurers of the EchoStar IV satellite listed in Appendix A
hereto (collectively, the “Insurers”). EchoStar and the Insurers are from time to time referred to
hereinafter individually as a “Party” and collectively as the “Parties.”



I. DEFINITIONS




          The Definitions contained herein shall only apply to this Agreement and shall not apply to any
other agreement, including without limitation any policy of insurance, nor shall the terms defined
herein be used as evidence, except with respect to this Agreement, of the meaning of any of them.




          A. “Claim” shall mean any past, present or future claim, notice, demand, request, inquiry,
order, action, right, count, cause of action, lawsuit, cross-complaint, counter-complaint,
administrative proceeding, arbitration, mediation, order, judgment, statutory or regulatory
obligation, settlement, request for information or allegation of any kind, character or nature,
whether known, unknown or suspected or unsuspected, whether at law or in equity, and whether
sounding in tort, contract, equity, nuisance, trespass, negligence, strict liability or any
statutory, regulatory, or common law cause of action of any kind whatsoever.




          B. “EchoStar IV Arbitration” shall mean the arbitration commenced by EchoStar on or about
April 3, 2000, as amended from time to time, before the American






***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act. 



 









 







Arbitration Association (“AAA”) that has, from time to time, been identified by AAA docket
number 50 J 15300 258 00 and AAA docket number 50 195T0025800. ***



          E. “Person” shall mean an individual, corporation, partnership, association, trust, class or
group of individuals, “Insured,” “Named Insured,” “Persons Insured,” as those terms are used in the
Policies or any other entity or organization, including without limitation any federal, state or
local governmental or quasi-governmental body or political subdivision, department, agency or
instrumentality thereof.




          F. “Policies” shall mean all satellite insurance policies issued to EchoStar by or through the
Insurers for the EchoStar IV satellite.




          G. “Effective Date” shall mean February 25, 2005.




II. COVENANTS




          A. Binding Effect.




               1. This Agreement shall become binding on the signatories when *** The attorneys for the
Parties shall exchange letters confirming the execution by their respective Parties, and EchoStar’s
counsel shall provide a letter confirming execution by *** each letter to be sent within one
business day of the execution by the relevant Party ***



               2. This Agreement shall become binding on each Insurer when the applicable Insurer executes
the Agreement, provided that this Agreement has become binding pursuant to Section II.A.1.



          B. Payment by the Insurers.




               1. *** each Insurer shall, separately and not as a joint obligation, pay or cause to be paid
to EchoStar, by wire transfer, their respective settlement amount set forth in Exhibit 1 to this
Agreement (with respect to each such Insurer, the “Settlement Sum”). ***



               2. In the event any Insurer does not pay its respective Settlement Sum







***Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text.
Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange
Commission subject to a request for confidential treatment pursuant
to Rule 24b-2 under the Securities Exchange Act. 



2









 








*** then such Insurer
shall pay EchoStar interest on its Settlement Sum or the unpaid portion thereof at the rate of ***



          C. Release of the Insurers.





               1. Except for the rights and obligations hereunder, for and in consideration of the separate
payment by each of the Insurers of their respective Settlement Sum, plus any interest due under
Section II.B.2, if any, EchoStar, for itself and its successors and assigns, fully and forever
releases and discharges each of the Insurers and their employees, officers, directors, agents,
underwriters, successors, parents, subsidiaries, affiliates, assigns, consultants, representatives,
and attorneys from all actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in
law, in admiralty or equity, that EchoStar, its successors and assigns ever had, now have, or
hereafter can, shall or may have, for, upon, or by reason of any matter, cause, or thing whatsoever
from the beginning of the world to the day of the date of this Agreement as against the Insurers
and their employees, officers, directors, agents, underwriters, successors, parents, subsidiaries,
affiliates, assigns, consultants, representatives and attorneys arising from or related to:




               (a) all Claims, debts, dues, sums of money, accounts, contracts, and agreements for
insurance coverage under the Policies ***




               (b) all Claims asserted or that could have been asserted by EchoStar, its parent,
subsidiary or affiliates, in the EchoStar IV Arbitration; ***







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.




3









 






               (d) all Claims based upon any allegations of bad faith, unfair claim practice, unfair
trade practice, payment of compensation in any form to any broker, or other act or failure
to act in connection with procurement of insurance, or the investigation, handling,
adjustment, litigation, arbitration or settlement of any claims arising out of or relating
to (i) any of the Policies *** (ii) the EchoStar IV Arbitration; or ***



               2. The release given herein by EchoStar, its successors and assigns, shall be effective as to
each Insurer separately, upon payment pursuant to Section II.B.1 by that Insurer of its respective
Settlement Sum, as set forth in Exhibit 1 hereto, plus any interest due under Section II.B.2, if
any.



               3. All Claims released herein are released, whether known or unknown.



          D. Release of EchoStar.




               1. Except for the rights and obligations hereunder, each Insurer, for itself and its
successors and assigns, fully and forever releases and discharges EchoStar and its employees,
officers, directors, agents, successors, parents, subsidiaries, affiliates, assigns, consultants,
representatives and attorneys from all actions, causes of action, suits, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and
demands whatsoever, in law, in admiralty or equity, that each Insurer, its successors and assigns
ever had, now have, or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause, or thing whatsoever from the beginning of the world to the day of the date of this Agreement
as against EchoStar and its employees, officers, directors, agents,







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act. 




4









 





successors, parents, subsidiaries, affiliates, assigns, consultants, representatives and
attorneys arising from or related to:




               (a) all Claims, debts, dues, sums of money, accounts, contracts and agreements for
insurance coverage under the Policies ***




               (b) all Claims asserted or that could have been asserted by the Insurers, their parent,
subsidiary or affiliates in the EchoStar IV Arbitration; ***




               (e) all Claims based upon any act or failure to act in connection with procurement of
insurance or the investigation, handling, adjustment, litigation, arbitration or settlement
of any claims arising out of or relating to (i) any of the Policies *** (ii) the EchoStar IV
Arbitration; ***



               2. All Claims released herein are released, whether known or unknown.



          E. EchoStar IV Arbitration.




               1. The Parties shall advise the EchoStar IV Arbitration panel (the “Panel”) of the existence,
but not the terms of, this Agreement within one business day of the execution of this Agreement by
all Parties. ***



               2. Upon payment of the Settlement Sum by each Insurer, plus any interest due under Section
II.B.2, if any, EchoStar will dismiss all claims against the paying Insurer in the EchoStar IV
Arbitration with prejudice and without costs.



               3. Each Party hereto shall bear its own costs and attorneys’ costs, fees, and expenses in
connection with the EchoStar IV Arbitration, including in connection with the negotiations for and
execution of this Agreement.







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



5









 





               4. Notwithstanding the foregoing Section II.E.3, the prevailing party(ies) in any suit, action
or proceeding brought to enforce or interpret this Agreement or any provision thereof shall be
entitled to recover its reasonable costs and expenses (including without limitation reasonable
attorney’s fees) both at trial and on appeal, in addition to all other sums allowed by law.***



          G. Reservation of Rights.




          Other than as expressly provided herein, neither the existence of this Agreement nor any
action taken in accordance with its terms will be construed in any way so as to prejudice the
interests or rights of the Parties hereto.




          H. No Admissions.




               1. This Agreement is the result of a compromised settlement of disputed claims between
EchoStar and the Insurers. This Agreement and the payments made hereunder are not, and may not be
construed as, an admission or concession of liability, non-liability, responsibility or wrongdoing
by any Party to this Agreement. This Agreement does not constitute, and will not be construed to
reflect, the adoption of any coverage position by the Insurers or EchoStar, nor will it have any
bearing upon or relevance to the interpretation or meaning of the Policies.



               2. EchoStar and the Insurers further agree this Agreement is not, and will not be construed
as, reflective or adoptive of any particular position, analysis or interpretation as to the facts
or nature of any claim arising under the Policies.



               3. All actions taken and statements made by EchoStar or the Insurers, or by their respective
representatives, relating to this Agreement, including its development and







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act. 




6









 





implementation, will be without prejudice or value as precedent, and will not be used as a
standard by which other disputes between the Parties may be judged.



          I. Not Evidentiary.




          No part of this Agreement may be used in any proceeding as evidence of the respective rights,
duties or obligations of EchoStar or the Insurers under the Policies; however, this provision will
not apply to any proceeding in connection with: (i) any legal dispute in which the effect of this
Agreement between EchoStar and the Insurers is put in issue, or (ii) the enforcement of the terms
and conditions of this Agreement.




          J. Representations and Warranties.




               1. EchoStar agrees that the Insurers are relying upon, and that it is reasonable to rely upon,
the following representations and warranties made by EchoStar:



                    (a) EchoStar and the individual signing on its behalf represent and warrant to the Insurers
that he/she is authorized to act on behalf of EchoStar, concerning all matters addressed in this
Agreement, and that this Agreement constitutes a valid and binding obligation of EchoStar.



                    (b) EchoStar represents and warrants that it has not made any assignment of any rights
regarding, relating to, concerning or involving the Policies herein or any other claim or matter
referenced herein and that EchoStar is the sole and lawful owner of all rights, title and interest
in and to every claim or matter released herein. EchoStar further represents and warrants that it
is unaware that any party has been designated as an Additional Insured under any Policy.



               2. The Insurers agree that EchoStar is relying upon, and that it is reasonable to rely upon,
the following representations and warranties made by the Insurers:







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



7









 





                    (a) Each of the Insurers and the person signing on its behalf represent and warrant to
EchoStar that he/she is authorized to act on behalf of the respective Insurer for whom he/she is
signing concerning all matters addressed in this Agreement, and that this Agreement constitutes a
valid and binding obligation of each respective Insurer.



                    (b) Each Insurer represents and warrants that it has not made any assignment of any rights
regarding, relating to, concerning, or involving the Policies herein or any other claim or matter
referenced herein and that that Insurer is the sole and lawful owner of all rights, title and
interest in and to every claim or matter released herein.



          K. No Assignment of this Agreement.




          Neither EchoStar nor the Insurers will assign this Agreement without first obtaining the
written consent of the other Party; provided, however, this provision will not prohibit any
assignment by a Party hereto made by merger, consolidation or operation of law or to a Person or
entity who succeeds to all or substantially all of such Party’s assets and provided, further, that
EchoStar shall have the right to assign this Agreement to any of its affiliates. In the event that
EchoStar assigns this Agreement to any of its affiliates, EchoStar shall give the Insurers prompt
notice and reasonably sufficient instructions as to where payment of the Settlement Sum shall be
made, such that the Insurers may still make timely payment, *** of their respective Settlement Sum.
Any payment to any such affiliate shall operate with the same force and effect as if payment had
been made to EchoStar under the terms of this Agreement. ***




          M. Successors. This Agreement will be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.




          N. Severability. A finding of invalidity as to any paragraph, provision or section of
this Agreement, other than Paragraphs A, B, C, D, E, F, H and L of Section II of this
Agreement, will void only that paragraph, provision or section, and no other. A finding of







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



8









 








invalidity as to paragraphs A, B, C, D, E, F, H or L of Section II of this Agreement will void this
Agreement in its entirety.



          O. Amendments. No amendments of this Agreement will be valid unless made in writing
and signed by EchoStar and the Insurer(s) affected by such amendment.




          P. Execution. This Agreement may be executed in duplicate counterparts, each of which
will be deemed an original, with the same effect as if the signatures thereto were on the same
instrument. Each Party may execute this agreement by telefax, which shall have the same force and
effect as if executed on an original copy.




          Q. Construction. It is the intent of EchoStar and the Insurers that no part of this
Agreement is to be presumptively construed either against or in favor of either Party because of
the identity of the drafter or because the Insurers are insurance companies. This Agreement will
not be construed as an insurance policy.




          R. Headings. Paragraph headings contained herein are for purposes of organization
only and will not constitute a part of this Agreement.







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.




9









 








          S. Correspondence. Any communications or notices to be provided pursuant to this
Agreement will be addressed and sent in writing, via commercial overnight delivery service, to the
attention of the persons identified below (or as the Parties may subsequently direct in writing):
***




          T. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between and among the Parties with respect to the subject matter hereof and
supersedes all other prior or contemporaneous oral agreements, understandings, undertakings and
negotiations of the Parties.




          U. Parties Beneficiary. Except as expressly set forth to the contrary herein, this
Agreement is intended to confer rights and benefits only on the Parties hereto. Except as
expressly set forth to the contrary herein, no Person other than the Parties, or their successors
and assigns shall have any legally enforceable rights under the Agreement.







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



10









 








          V. Confidentiality. The Parties agree that this Agreement, its negotiation and its
terms, shall be kept confidential and shall not be disclosed to anyone, except as may be required
by law, provided, however, that the Parties shall be entitled to disclose the Agreement to
reinsurers, retrocessionaires, consortium or group members, syndicate members, attorneys, and
auditors ***




          W. Choice of Law. This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York, exclusive of its choice of law rules.




          X. Jurisdiction and Venue. The Parties agree to submit to the exclusive jurisdiction
of the United States District Court for the Southern District of New York or the Supreme Court of
the State of New York, New York County, for purposes of resolving any and all disputes concerning
the meaning or application of any terms or conditions of this Agreement or enforcement of this
Agreement and waive any defense of improper venue or inconvenient forum in such courts for such
purposes.




          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives.




	 	 	 	 	 
	ECHOSTAR SATELLITE L.L.C.	 	 
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 






	 	 	 	 	 
	ECHOSTAR DBS CORPORATION	 	 
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.




11









 






	 	 	 	 	 
	LA RÉUNION SPATIALE
	(on behalf of itself and its Member companies
Abeille Assurances, Allianz Assurances, Caisse Industrielle
d’Assurance Mutuelle, Commercial Union Assurances, General Accident,
Fire & Life Assurance Corporation, Plc, Generali France Assurances,
Groupama Assurances et Services, Mutuelle Electrique d’Assurances,
and Les Mutuelles du Mans Assurances I.A.R.D.)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	AXA REINSURANCE COMPANY
	(n/k/a AXA Corporate Solutions Reinsurance Company)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	UNITED STATES AVIATION UNDERWRITERS, INC.
	for itself and on behalf of and including the United States
Aircraft Insurance Group and its member companies
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	ASSURANCES GÉNÉRALES DE FRANCE I.A.R.T.
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	GREAT LAKES REINSURANCE (U.K.) PLC
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



12









 






	 	 	 	 	 
	BRITISH AVIATION INSURANCE GROUP, n/k/a Global Aerospace
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	IF SKAADEFORSIKRING
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	INTERNATIONAL INSURANCE COMPANY OF HANNOVER LIMITED
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	THE TOKIO MARINE & NICHIDO FIRE INSURANCE COMPANY, LTD.
	(f/k/a The Tokio Marine & Fire Insurance Company, Ltd.)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	BRIT SYNDICATES LIMITED
	(previously Marham Consortium Management Limited),
	Individually and on behalf of Lloyds of London Syndicates 800 ERH, 672 IAM, 457 WTK, 375 NCK, 62
TFH, 1084 HAY, 957 GHC, 79 PJG, 1183 ATK, 925 LAH, 727 SAM, 902 PBC, 735 FWH, 1036 COP, 55 GLR, 376
JHV, 2376 JHV, 40 KJC, 609 MED, 570 GNR, 282 LSM, 510 KLN, 2 WHS, 112 DER, 33 HIS, 340 MCC, 270
GRK, 205 HGJ, 51 ANT, 2341 STP, and 2183 ATK
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 






ACE UNDERWRITING AGENTS LTD.

(a/k/a/Ace Global Markets, a/k/a Ace London)

as Managing Agents for

Lloyd’s of London Syndicates

48 FLY, 960 RWS, 545 TOP, 998 BEB, 47 JRR, 183 DFB,

990 BAR, 488 JCH, 2488 JCH, and 219







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



13









 





	 	 	 	 	 
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 






LCO NON-MARINE & AVIATION LIMITED

on behalf of

M. C. WATKINS & ORS (previously M.C. Watkins Syndicate)

Individually and on behalf of Lloyds of London Syndicate 457 WTK,

GOSHAWK SYNDICATE MANAGEMENT LTD.

Individually and on behalf of Lloyds of London Syndicate 102 KER,

D.E. HOPE Syndicate 10009

Individually and on behalf of Lloyds of London Syndicate 959 RJB,

AMLIN AVIATION

Individually and on behalf of Lloyds of London

Syndicates 824 WEH and 173 TAV,

K. J. COLES & OTHERS

Individually and on behalf of Lloyds of London Syndicate 40 KJC,

H. R. DUMAS & OTHERS

Individually and on behalf of Lloyds of London Syndicate 1028 HRD,

HISCOX SYNDICATES, LTD.

Individually and on behalf of Lloyds of London Syndicate 33 HIS,

COX SYNDICATE

Individually and on behalf of Lloyds of London Syndicates

590 COX and 2591 COX,

HAYWARD SYNDICATE

Individually and on behalf of Lloyds of London Syndicate 1084 HAY,

D. J. MARSHALL & OTHERS (a/k/a G.R. Knowles & Others)

Individually and on behalf of Lloyds of London Syndicate GRK,

TF HART

Individually and on behalf of Lloyds of London Syndicate 62 TFH, and

KILN

Individually and on behalf of Lloyds of London Syndicates

510 RJK and 557 CKM



	 	 	 	 	 
	By

	 	 	 	 
	Name

	 	 	 	 
	Title

	 	Attorney in Fact	 	 
	Date:

	 	 	 	 
	 
	 	 	 	 
	ASSISTALIA LE ASSICURAZIONI D’ITALIA S.P.A., ROMA
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



14









 






	 	 	 	 	 
	GRUPPO FONDIARIA SAI – DIVISIONE FONDIARIA
	(a/k/a/La Fondiaria Assicurazione S.p.A. Firenze)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	VITTORIA ASSICURAZIONI S.P.A.
	(a/k/a La Vittoria Assicurazioni S.p.A.)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	RAS-RIUNIONE ADRIATICA DI SICURTA S.P.A., MILANO
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	SOCIETA CATTOLICA DI ASSICURAZIONE
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	SIAT – SOCIETA ITALIANA DI ASSICURAZIONI E RIASSICURAZIONI S.P.A.
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	LIMIT SYNDICATE 566
	(f/k/a/ E. PATRICK)
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



15









 






	 	 	 	 	 
	ZC SPECIALTY INSURANCE COMPANY
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	XL LONDON MARKET LTD.,
ON BEHALF OF UNDERWRITING MEMBERS
OF LLOYD’S SYNDICATES 588, 1209 AND 861
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 
	 
	 	 	 	 
	ASSURANCE FRANCE AVIATION, on
behalf of Assurances Generales de France I.A.R.T.,
Allianz Marine & Aviation (France) f/k/a/ AGF MAT, and
GAN Incendie Accidents
	By

	 	 
	 	 
	Name

	 	 
	 	 
	Title

	 	 
	 	 
	Date:

	 	 
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



16









 






Appendix A - Insurers




La Réunion Spatiale and

Abeille Assurances, Allianz Assurances, Caisse Industrielle

d’Assurance Mutuelle, Commercial Union Assurances, General Accident,

Fire & Life Assurance Corporation, Plc, Generali France Assurances,

Groupama Assurances et Services, Mutuelle Electrique d’Assurances,

and Les Mutuelles du Mans Assurances I.A.R.D.



AXA Reinsurance Company

(n/k/a Axa Corporate Solutions Reinsurance Company)




United States Aviation Underwriters, Inc., and

United States Aircraft Insurance Group and its member companies




Assurances Générales de France I.A.R.T.



Great Lakes Reinsurance (U.K.) Plc



British Aviation Insurance Group, n/k/a Global Aerospace



If Skaadeforsikring



International Insurance Company of Hannover Limited



The Tokio Marine & Nichido Fire Insurance Company, Ltd.

(f/k/a The Tokio Marine & Fire Insurance Company, Ltd.)



Brit Syndicates Limited (previously Marham Consortium Management Limited), and

Lloyd’s of London Syndicates 800 ERH, 672 IAM, 457 WTK, 375 NCK, 62 TFH, 1084 HAY, 957 GHC, 79 PJG,
1183 ATK, 925 LAH, 727 SAM, 902 PBC, 735 FWH, 1036 COP, 55 GLR, 376 JHV, 2376 JHV, 40 KJC, 609 MED,
570 GNR, 282 LSM, 510 KLN, 2 WHS, 112 DER, 33 HIS, 340 MCC, 270 GRK, 205 HGJ, 51 ANT, 2341 STP, and
2183 ATK



Ace Underwriting Agents Ltd. (a/k/a/Ace Global Markets, a/k/a Ace London), and

Lloyd’s of London Syndicates 48 FLY, 960 RWS, 545 TOP, 998 BEB, 47 JRR, 183 DFB, 990 BAR, 488 JCH,
2488 JCH and 219



M.C. Watkins Syndicate,
(n/k/a/ M.C. Watkins & Ors), and
Lloyd’s of London Syndicate 457 WTK



Goshawk Syndicate Management Ltd., and

Lloyd’s of London Syndicate 102 KER







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



17









 








D.E. Hope Syndicate 10009, and

Lloyd’s of London Syndicate 959 RJB



Amlin Aviation, and

Lloyd’s of London Syndicates 824 WEH and 173 TAV



K.J. Coles & Others, and

Lloyd’s of London Syndicate 40 KJC



H.R. Dumas & Others, and

Lloyd’s of London Syndicate 1028 HRD



Hiscox Syndicates, Ltd., and

Lloyd’s of London Syndicate 33 HIS



Cox Syndicate, and

Lloyd’s of London Syndicates 590 COX and 2591 COX



Hayward Syndicate, and

Lloyd’s of London Syndicate 1084 HAY



D.J Marshall & Others

(a/k/a G.R. Knowles & Others), and

Lloyd’s of London Syndicate 270 GRK



TF Hart, and

Lloyd’s of London Syndicate 62 TFH



Kiln, and

Lloyd’s of London Syndicates 510 RJK and 557 CKM



Assitalia Le Assicurazioni D’Italia S.p.A., Roma



Gruppo Fondiaria Sai – Divisione Fondiaria

(a/k/a/La Fondiaria Assicurazione S.p.A., Firenze)



Vittoria Assicurazioni S.p.A.

(a/k/a La Vittoria Assicurazioni S.p.A., Milano)



RAS – Riunione Adriatica di Sicurta S.p.A., Milano



Societa Cattolica di Assicurazione



SIAT — Societa Italiana di Assicurazioni e Riassicurazioni S.p.A.



Limit Syndicate 566








***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



18









 








(f/k/a/ E. Patrick)



ZC Specialty Insurance Company



Lloyd’s of London Syndicate 588 NJM



Lloyd’s of London Syndicate 1209 MEB



Lloyd’s of London Syndicate 861 MEB



Assurance France Aviation, on
behalf of Assurances Generales de France I.A.R.T.,
Allianz Marine & Aviation (France) f/k/a/ AGF MAT, and
GAN Incendie Accidents







***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



19









 








Exhibit 1




Settlement Sum




	 	 	 
	La Réunion Spatiale and

	 	***
	Abeille Assurances, Allianz Assurances, Caisse Industrielle
d’Assurance Mutuelle, Commercial Union Assurances, General Accident,
Fire & Life Assurance Corporation, Plc, Generali France Assurances,
Groupama Assurances et Services, Mutuelle Electrique d’Assurances,
and Les Mutuelles du Mans Assurances I.A.R.D.
	 	 
	 
	 	 
	AXA Reinsurance Company

	 	***
	(n/k/a Axa Corporate Solutions Reinsurance Company)
	 	 
	 
	 	 
	United States Aviation Underwriters Inc., and

	 	***
	United States Aircraft Insurance Group and its member companies
	 	 
	
Assurances Générales de France I.A.R.T.

	 	
***
	 
	 	 
	Great Lakes Reinsurance (U.K.) Plc

	 	***
	 
	 	 
	British Aviation Insurance Group, n/k/a Global Aerospace

	 	***
	 
	 	 
	If Skaadeforsikring

	 	***
	 
	 	 
	International Insurance Company Of Hannover Limited,

	 	***
	 
	 	 
	The Tokio Marine & Nichido Fire Insurance Company, Ltd.

	 	***
	 
	 	 
	(f/k/a The Tokio Marine & Fire Insurance Company, Ltd.)


	 	 
	Brit Syndicates Limited

	 	***
	(previously Marham Consortium Management Limited), and
	 	 
	Lloyd’s of London Syndicates 800 ERH,
	 	 
	672 IAM, 457 WTK, 375 NCK, 62 TFH, 1084 HAY, 957 GHC,
79 PJG, 1183 ATK, 925 LAH, 727 SAM, 902 PBC, 735 FWH,
1036 COP, 55 GLR, 376 JHV, 2376 JHV, 40 KJC, 609 MED,
570 GNR, 282 LSM, 510 KLN, 2 WHS, 112 DER, 33 HIS,
340 MCC, 270 GRK, 205 HGJ, 51 ANT, 2341 STP, and 2183 ATK
	 	 
	 
	 	 
	Ace Underwriting Agents Ltd.

	 	***
	(a/k/a Ace Global Markets, a/k/a/Ace London), and
	 	 
	Lloyd’s of London Syndicates
	 	 
	48 FLY, 960 RWS, 545 TOP, 998 BEB, 47 JRR, 183 DFB,
990 BAR, 488 JCH, 2488 JCH, and 219
	 	 










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.




20









 






	 	 	 
	M.C. Watkins Syndicate

	 	***
	(n/k/a/ M.C. Watkins & Ors)
	 	 
	Lloyd’s of London Syndicate 457 WTK
	 	 
	 
	 	 
	Goshawk Syndicate Management Ltd., and

	 	***
	Lloyd’s of London Syndicate 102 KER
	 	 
	 
	 	 
	D.E. Hope Syndicate 10009, and

Lloyd’s of London Syndicate 959 RJB

	 	***
	 
	 	 
	Amlin Aviation, and

Lloyd’s of London Syndicates 824 WEH and 173 TAV

	 	***
	 
	 	 
	K.J. Coles & Others, and

Lloyd’s of London Syndicate 40 KJC

	 	***
	 
	 	 
	H.R. Dumas & Others, and

Lloyd’s of London Syndicate 1028 HRD

	 	***
	 
	 	 
	Hiscox Syndicates, Ltd., and

Lloyd’s of London Syndicate 33 HIS

	 	***
	 
	 	 
	Cox Syndicate, and

Lloyd’s of London Syndicates 590 COX and 2591 COX

	 	***
	 
	 	 
	Hayward Syndicate, and

Lloyd’s of London Syndicate 1084 HAY

	 	***
	 
	 	 
	D.J Marshall & Others

	 	***
	(a/k/a G.R. Knowles & Others), and

Lloyd’s of London Syndicate 270 GRK
	 	 
	 
	 	 
	TF Hart, and

Lloyd’s of London Syndicate 62 TFH

	 	***
	 
	 	 
	Kiln, and

Lloyd’s of London Syndicates 510 RJK and 557 CKM

	 	***
	 
	 	 
	Assitalia Le Assicurazioni D’Italia S.p.A., Roma

	 	***










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.



21









 






	 	 	 
	Gruppo Fondiaria Sai – Divisione Fondiaria

	 	***
	(a/k/a/La Fondiaria Assicurazione S.p.A., Firenze)
	 	 
	 
	 	 
	Vittoria Assicurazioni S.p.A.

	 	***
	(a/k/a La Vittoria Assicurazioni S.p.A., Milano)
	 	 
	 
	 	 
	RAS – Riunione Adriatica Di Sicurta S.p.A., Milano

	 	***
	 
	 	 
	Societa Cattolica di Assicurazione

	 	***
	 
	 	 
	SIAT — Societa Italiana di Assicurazioni e Riassicurazioni S.p.A.

	 	***
	 
	 	 
	Limit Syndicate 566

	 	***
	(f/k/a E. Patrick)
	 	 
	 
	 	 
	ZC Specialty Insurance Company

	 	***
	 
	 	 
	Lloyd’s of London Syndicate 588 NJM

	 	***
	 
	 	 
	Lloyd’s of London Syndicate 1209 MEB

	 	***
	 
	 	 
	Lloyd’s of London Syndicate 861 MEB

	 	***
	 
	 	 
	Assurance France Aviation, on

behalf of Assurances Generales de France I.A.R.T.,

Allianz Marine & Aviation (France) f/k/a/ AGF MAT, and

GAN Incendie Accidents

	 	***










***Certain confidential portions of this exhibit were omitted by means of redacting a
portion of the text. Copies of the exhibit containing the redacted portions have been filed
separately with the Securities and Exchange Commission subject to a request for confidential treatment
pursuant to Rule 24b-2 under the Securities Exchange Act.




22