Exhibit 10.1


 


STIPULATION
AND AGREEMENT OF SETTLEMENT


 


This
Stipulation and Agreement of Settlement (the “Agreement”) is submitted pursuant
to Rules 7023 and 9019 of the Federal Rules of Bankruptcy
Procedure.  Subject to the approval of
the Bankruptcy Court, this Agreement is entered into between and among the
following parties: (i) James D. Pippin, on behalf of himself and the Class of
ICT Spectrum Bankruptcy Claimants (1) (the “Class”), by and through his
counsel, and (ii) Kaiser Group Holdings, Inc. (“Holdings”), and (iii) Kaiser
Group International, Inc. (“Kaiser”) and its affiliated debtors(2) and
debtors in possession (collectively with Kaiser, the “Debtors”).


 


R
E C I T A L S


 


A.            On
June 9, 2000, the Debtors voluntarily filed petitions under chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the “Bankruptcy Court”) and have since served continuously as debtors
in possession.  On November 15,
2000, the Debtors filed their “Second Amended Plan of Reorganization” (the “Plan”).  Under the Plan, equity holders are entitled
to one common share of Holdings (“New Common Stock”) for every 96 common shares
of Kaiser that they hold.  On November 17,
2000, the Bankruptcy Court entered its “Findings of Fact, Conclusions of Law,
Order and Judgment Confirming the Debtors’ Second Amended Plan of
Reorganization” (the “Confirmation Order”), which confirms the Plan and vests
the property of the Debtors’ estates in the Debtors and Holdings.  The Plan became effective on December 18,
2000.  The Debtors continue to serve as
legal representatives of their estates.


 


B.            On
August 1, 2000, James D. Pippin filed a proof of claim as a general
unsecured creditor in the Bankruptcy Court, on behalf of the Class, in the
asserted amount of $7,943,196.70


 










(1)           The
Class is defined as former stockholders of ICT Spectrum Constructors, Inc. who
exchanged their shares for shares of ICF Kaiser Securities pursuant to the
Agreement and Plan of Merger among ICF Kaiser International, Inc. ICT Spectrum
Constructors, Inc. and certain shareholders of ICT Spectrum Constructors, Inc.,
dated February 5, 1998.  The members of
the Class are set forth on Exhibit “A.” 


 


(2)           The
affiliated debtor subsidiaries are EDA, Incorporated; Kaiser/Georgia Wilson,
Inc.; Kaiser Engineers Massachusetts, Inc.; Kaiser Technology Holdings, Inc.;
Kaiser Advanced Technology, Inc.; Tudor Engineering Company; Cygna Group, Inc.;
Liability Risk Management, Inc.; Kaiser Europe, Inc.; Kaiser Engineers Group,
Inc.; International Waste Energy Systems, Inc.; Henry J. Kaiser Company; Kaiser
Engineers, Inc.; ICF Kaiser Advanced Technology of New Mexico, Inc.; Kaiser
Engineers & Builders, Inc.; Kaiser Engineers Corporation; Kaiser Engineers
International, Inc.; Kaiser Engineers (California) Corporation; KE Services
Corporation; Kaiser Engineers of Michigan, Inc.; Kaiser Engineers and
Constructors, Inc.; Kaiser Overseas Engineering, Inc.; KE Livermore, Inc.;
Kaiser Engineers Pacific, Inc.; Kaiser Hanford Company; Phase Linear Systems
Incorporated; Kaiser R.G.P. No. 1, Inc.; Henry J. Kaiser Development
Corporation, Inc.; Global Trade & Investment, Inc.; HBG Hawaii, Inc.; HBG
International, Inc.; Kaiser Holdings Unlimited, Inc.; American Venture
Investments Incorporated; American Venture Holdings, Inc.; Excell Development
Construction, Inc.; Kaiser Leasing Corporation, Inc.; Kaiser DPI Holding Co.,
Inc.; and Cygna Consulting Engineers and Project Management, Inc.


 





















 


(the “Class Claim”).  The basis for the Class Claim was an “Agreement
and Plan of Merger” dated February 5, 1998 between ICF Kaiser
International, Inc., its wholly owned subsidiary, and ICT Spectrum
Constructors, Inc. and the holders of a majority of ICT Spectrum
Constructors, Inc. shares.  Some
members of the Class also filed individual proofs of claim based on the
same rights asserted in the Class Claim.


 


C.            On
April 11, 2001, the Bankruptcy Court granted Kaiser’s motion to
subordinate the Class Claim pursuant to Bankruptcy Code section 510(b).  The United States District Court for the
District of Delaware (the “District Court”) affirmed the decision of the
Bankruptcy Court.  The Bankruptcy Court’s
order granting the motion to subordinate is final and unappealable.


 


D.            On
May 21, 2002, the Bankruptcy Court granted James D. Pippin’s “Motion for
Certification of a Class of ICT Spectrum Claimants.”  On November 27, 2002, the Bankruptcy
Court entered the “Stipulated Order Approving Notice to Class of ICT
Spectrum Bankruptcy Claimants Regarding Certification of James D. Pippin’s Class Proof
of Claim,” thereby approving the service of the “Notice of Certification of Class Proof
of Claim” (the “Class Certification Notice”), which gave notice to each
member of the Class of his or her right to opt out of the Class.  No member of the Class timely exercised
his or her opt-out right.


 


E.             On
November 20, 2003, the Class filed the “Motion of Claimant James D.
Pippin and the Class of ICT Spectrum Claimants for Resolution of the Class Claim”
(the “Motion for Resolution”) in the Bankruptcy Court.  On February 2, 2004, the Bankruptcy
Court entered an order on the Motion for Resolution (the “Resolution Order”)
that required the Debtors to set aside and hold, for the benefit of the Class,
247,350 shares of New Common Stock on account of the Class Claim and 15,625
shares of New Common Stock on account of the other Class 5 Allowed Equity
Interests of the Class based on their holdings of Kaiser common stock
pending further order of the Bankruptcy Court.


 


F.             On
March 29, 2004, Kaiser appealed the Resolution Order.  On June 24, 2005, the District Court
entered its final order and memorandum of opinion affirming the Resolution
Order.  On July 22, 2005, Kaiser
timely filed its notice of appeal initiating case number 05-3524, an appeal in
the United States Court of Appeals for the Third Circuit Court (the “Third
Circuit Appeal”).  Pursuant to the joint
motion of the parties, filed September 16, 2005, the United States Court
of Appeals for the Third Circuit has stayed the Third Circuit Appeal pending, inter alia, Bankruptcy Court approval and consummation of
this Agreement.


 


G.            On
April 7, 2005, Holdings announced that its Board of Directors approved a 1-for-20
reverse stock split of the New Common Stock, subject to approval of its
stockholders, to enable Holdings to deregister its common stock under the
Securities Exchange Act of 1934.


 


H.            On
May 6, 2005, the Class filed the “Motion of Claimant Pippin and the Class of
ICT Spectrum Claimants for a Stay of the De-Registration of Kaiser Group
Holdings Common Stock Pending the Final Disposition of the Bankruptcy Court’s February 2,
2004 Order.”  On May 31, 2005, the
Bankruptcy Court denied the motion.  On June 8,
2005, the Class filed an Emergency Notice of Appeal of the Bankruptcy
Court’s order denying its motion thereby initiating case number 05-384, an
appeal in the District Court (the “District Court Appeal”).  


 


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Pursuant
to a stipulation of the parties, the District Court Appeal has been stayed
pending, inter alia, Bankruptcy Court approval
and consummation of this Agreement.


 


I.              The
parties desire to settle and resolve completely all obligations and disputes
between them.


 


A
G R E E M E N T


 


THEREFORE, subject to final approval by the
Bankruptcy Court, and based upon the foregoing recitals, in consideration of
the promises and mutual covenants contained in this Agreement, and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


1.             Agreement to Recitals.  The
parties incorporate the recitals set forth above, and agree that the recitals
are true and correct.


 


2.             Satisfaction of the Class Claim. 
Subject to Bankruptcy Court approval, as described in paragraph 7 below,
the parties hereby stipulate that Holdings will issue 175,000 shares of New
Common Stock (the “Class Claim Shares”), which will be distributed as
provided in paragraphs 3 and 4 below in full and complete satisfaction of (1) the
Class Claim, (2) any individual proofs of claim filed by members of
the Class based on similar facts, and (3) any right of Miller Faucher
and Cafferty LLP or its co-counsel to payment from Holdings, the Debtors, or
their estate in connection with the Debtors’ bankruptcy cases on account of its
representation of the Class or any member thereof in an amount to be
determined and approved by the Bankruptcy Court.  The Class Claim Shares, less shares
comprising any Bankruptcy Court approved attorneys’ fees, will constitute the “Net
Class Claim.”


 


3.             Distribution of Shares to Class. 
Subject to Bankruptcy Court approval, as described in paragraph 7 below,
the parties hereby agree that on the Distribution Date (as defined in paragraph
9 below), Holdings will cause Computershare (or any successor transfer agent
engaged by Holdings) (the “Transfer Agent”) to prepare and distribute stock
certificates of New Common Stock representing the appropriate pro rata share of
each Class member of the Net Class Claim to the members of the Class in
the amounts and to the names and addresses set forth on Exhibit “A” by
registered mail through the United States Postal Service.  Additional shares of New Common Stock will be
distributed to the members of the Class in the amounts and manner set
forth on Exhibit “B,” on account of the Kaiser common stock previously
registered in their names, to the extent not already distributed to such Class members.  It is understood and agreed that those Class members
shown on Exhibit “B” whose stock certificates representing their
respective pro rata shares of the prior distribution of Kaiser common stock
under the “Agreement and Plan of Merger” referred to in Recital B have been
held by Holdings will be sent their pro rata shares
in the form of New Common Stock in an aggregate amount of 4,259 shares through
the United States Postal Service by registered mail to the addresses shown on Exhibit ”A.”
Evidence of mailing will be provided by filing a proof of service together with
copies of United States Postal Service registered mail receipts with the
Bankruptcy Court and delivering a copy of such proof of service to Miller
Faucher and Cafferty LLP at the address provided in paragraph 23 below.  The remaining members of the Class, to the
extent that they continue to hold Kaiser shares previously distributed, may
exchange them through the Transfer Agent by presenting, by 


 


3





















 


certified
or registered mail, their Kaiser share certificates within 180 days of the
Distribution Date at:


 


Computershare


Corporate
Actions


250
Royall Street


Canton, MA 02021


 


Kaiser
shares so presented for exchange by Class members in accordance with Exhibit “B”
will be exchanged by the Transfer Agent for New Common Stock at the 1:96 ratio
provided for in the Plan.  If a member of
the Spectrum Class has lost previously issued but not exchanged share
certificates, such class member may obtain Holdings Stock in respect of such
lost certificates by contacting Computershare’s shareholder services line at
(781) 575-3400 and following Computershare’s procedures for the exchange of
lost shares.


 


4.             Distribution of Shares for Attorneys’ Fees.  On
the Distribution Date, Holdings will cause its transfer agent to deliver those
shares of New Common Stock on account of all approved attorneys’ fees and costs
of the Class in an amount to be determined and approved by the Bankruptcy
Court, but in no event to exceed 30% of the Class Claim, to Miller Faucher
and Cafferty LLP by registered mail through the United States Postal Service at
the address in paragraph 23 below.  The
parties stipulate that the distribution under this paragraph is on account of
all fees and expense claims of Miller Faucher and Cafferty LLP and any
co-counsel or other professional fees and expenses incurred by or on behalf of
the Class or its members in connection with the Debtors’ bankruptcy
cases.  Notwithstanding the foregoing, in
addition to the distribution of shares provided above, Holdings agrees to
reimburse the court approved out-of-pocket costs incurred by Miller Faucher and
Cafferty in an amount not to exceed $20,000. 
Further, Holdings and the Debtors stipulate and agree that they will not
oppose Miller Faucher and Cafferty LLP’s request for attorneys’ fees and
reimbursement of expenses provided that the attorneys’ fee request does not
exceed an amount of shares representing a maximum of 30% of the Class Claim
shares and the request for reimbursement of expenses does not exceed the amount
of actual expenses incurred by Miller Faucher and Cafferty LLP during the
prosecution of the Class Claim, up to $20,000.


 


5.             Unclaimed Shares.  Any
undeliverable or unclaimed distributions of New Common Stock to be issued or
delivered under this Agreement will be deemed permanently and irrevocably
cancelled on the first business day following the 180th day from the
Distribution Date and neither Holdings nor the Debtors will have any further
obligations to any person or entity on account of such undeliverable or
unclaimed property, the Class Claim, the Plan or this Agreement.


 


6.             No Fractional Shares. 
Notwithstanding the obligations of paragraphs 2, 3, and 4 above, no fractional shares of New Common Stock will be
issued.  In the event a Class member
would otherwise be entitled to a fractional share (after 


 


4





















 


aggregating
all fractional shares of New Common Stock to be received by such class member)
in an amount greater than or equal to one-half share, the amount distributable
to such Class member will be rounded-up to the next whole share.  In the event a Class member would
otherwise be entitled to a fractional share (after aggregating all fractional
shares of New Common Stock to be received by such class member) in an amount
less than one-half share, the amount distributable to such Class member
will be rounded-down to the next whole share.


 


7.             Bankruptcy Court Approval. 
Holdings and the Debtors will file a motion (the “Settlement Motion”) in
the Bankruptcy Court seeking an order approving this Agreement.  The parties’ obligations hereunder are
conditioned on the entry of an Order on the Settlement Motion (the “Settlement
Order”) providing, inter alia,
that:


 


(i)            This Agreement is approved in its entirety,
has been negotiated and entered into in good faith, and is fair and reasonable
and in the best interests of the Class and the Debtors, their bankruptcy
estate, their creditors and their interest-holders;


 


(ii)           Notice of the Settlement Motion was fair,
reasonable and adequate under the circumstances and in compliance with all
applicable law and rules of court;


 


(iii)          There will be reserved from the Class Claim
Shares and distributed to Miller Faucher and Cafferty LLP shares of New Common
Stock in an amount to be determined by the Bankruptcy Court in full and final
satisfaction of all professional fees incurred by or on behalf of the Class (whether
by Miller Faucher and Cafferty LLP, its co-counsel or otherwise).  Expenses will be reimbursed in cash in
accordance with paragraph 4 of the Agreement;


 


(iv)          Notice to all Class members and all
other parties in interest entitled to notice under applicable law of the
proposed settlement and the hearing to approve the proposed settlement was the
best notice practicable under the circumstances and was given in compliance
with all applicable laws and rules of court;


 


(v)           All Class members have had a full and
adequate opportunity to exercise any opt-out right, no further opt-out rights
exist, and this Agreement is binding in accordance with its terms on all
members of the Class;


 


(vi)          The members of the Class are properly
identified and entitled to proportionate distributions under this Agreement as
set forth in Exhibit “A”;


 


(vii)         Performance of Holdings’s and the Debtors’
obligations under this Agreement will be in full and final satisfaction of all
claims and equity interests of the Class and its members with respect to
the Class Claim and, in addition, with respect to the exchange of old
Kaiser shares of common stock for New Common Stock under the Plan as referenced
in Recital A;


 


5





















 


(viii)        The issuance of New Common Stock under this
Agreement will not require any further distribution of common or preferred
stock of Holdings, or any other property, to any person or entity, including
without limitation, to existing stockholders of Holdings or members of Class 4
under the Plan, or otherwise. Holdings will not declare or distribute any cash
or stock dividends in respect of its common stock, except on a basis that
includes the New Common Stock distributed to the Class under this
Agreement equally and ratably in any such transaction, notwithstanding any
provision in the Plan or Confirmation Order to the contrary; and


 


(ix)           The issuance of New Common Stock under this
Agreement will be exempt from compliance with otherwise applicable securities
laws, including any registration requirements or restrictions on transfer, to
the fullest extent provided by Bankruptcy Code section 1145.


 


8.             Notice.  Class Counsel will send
notice of the proposed settlement by first-class mail to members of the Class in
the form of Exhibit “C” hereto at the addresses set forth in Exhibit “A.”  The Debtors will provide and pay for notice
to all other interested parties and to members of the Class of the
Settlement Motion (i) by first-class mail, in the form of Exhibit “D”
hereto, and (ii) by publication in the Wall Street Journal national
edition in the form of Exhibit “E” hereto.


 


9.             Distribution Date. 
Absent a timely filed notice of appeal, the parties will consummate the
Agreement and Holdings will distribute the New Common Stock as provided in
paragraph 3 above on the “Distribution Date,” which, except as otherwise
provided in this paragraph, will be the first business day following the tenth
day after entry of the Settlement Order, or as soon thereafter as reasonably
practicable; provided, however, that unless the parties otherwise agree in
writing, the Agreement will be null and void if the Settlement Order is not
obtained on or before February 1, 2006 or if the Distribution Date does
not occur on or before March 31, 2006 for any reason.  If a timely notice of appeal of the
Settlement Order is filed, the Class will have four business days from the
filing of such timely notice of appeal to declare the Agreement null and void
by delivering written notice of cancellation from Miller Faucher and Cafferty
LLP to Klee, Tuchin, Bogdanoff & Stern LLP at the address provided in
paragraph 23 below.  In the event of a
timely filed notice of appeal of the Settlement Order, absent timely written
notice of cancellation or a court order preventing implementation of this
Agreement, the Distribution Date will be the first business day that is at
least eleven calendar days following the filing of any such notice of appeal,
or as soon thereafter as may be reasonably practicable.


 


10.           Dividends.  Unless this Agreement is
rendered null and void, Holdings will not declare or distribute any cash or
stock dividends in respect of its common stock, except on a basis that includes
the shares that will be distributed to the Class under this Agreement
equally and ratably in any such transaction, notwithstanding any provision in
the Plan or Confirmation Order to the contrary. 
Unless this Agreement is rendered null and void, Holdings also will not
declare or distribute any common stock dividends in respect of its preferred
stock for a period of 60 days following the Distribution Date; provided,
however, that the Class members reserve their rights as common
shareholders of Holdings regarding any distribution of common stock dividends
by Holdings to preferred shareholders after the 60 day period following the 


 


6





















 


Distribution
Date.  If this Agreement becomes null and
void, then the parties reserve all rights as to their respective positions
regarding the distribution of cash or stock dividends.


 


11.           Reverse Stock Split.  Upon
execution of this Agreement and for a period of 60 days following the
Distribution Date, Holdings will postpone implementation of the reverse stock
split and deregistration referred to in Recital G above; provided, however,
that if this Agreement becomes null and void, then the parties reserve all
rights as to their respective positions regarding the reverse stock split and
deregistration.


 


12.           No Further Dilution.  The
parties hereto have compromised the Class Claim on the condition that the
issuance of New Common Stock to the Class pursuant to this Agreement will
not itself result in or cause a further distribution of New Common Stock.  No shares of New Common Stock or securities
convertible into or exchangeable or exercisable for New Common Stock will be
issued to former Class 4 claimants under the Plan or to existing holders
of Holdings common stock as a consequence of this Agreement or of the issuance
of the Class Claim Shares as provided herein.  Holdings agrees that after the consummation
of this Agreement by the distribution of the Class Claim Shares as set
forth herein, it will not issue any New Common Stock or securities convertible
into or exchangeable or exercisable for New Common Stock other than in a manner
such that the Class Claim Shares are treated equally and ratably with
other Holdings common shares, it being specifically understood and agreed that
Holdings may issue stock options to its employees and directors in accordance
with the terms of the existing “Kaiser Group Holdings, Inc. 2002 Equity
Compensation Plan,” including the 4000 shares of Holdings Stock that Holdings
presently anticipates granting in February, 2006.  All parties will maintain all rights under
otherwise applicable law as to their respective positions regarding any
successor to the “Kaiser Group Holdings, Inc. 2002 Equity Compensation
Plan.”  If this Agreement becomes null
and void, then the parties reserve all rights as to their respective positions
regarding the dilution of Holdings stock.


 


13.           Releases of Kaiser by the Class.  Upon
issuance of the Settlement Order and the consummation of this Agreement as
Provided in Paragraph 9, and provided that this Agreement is not terminated by
any party pursuant to the provisions contained in Paragraph 9, Holdings and the
Debtors, their predecessors, successors, assigns, subsidiaries, bankruptcy
estates, trustees, affiliates, employees, stockholders, trustees, attorneys,
accountants, agents and insurers, and their respective assigns,
representatives, heirs, executors and administrators will thereby be released
and forever discharged from all manner of claims, demands, actions, suits,
causes of action, damages and liabilities of any nature whatsoever including, without
limitation, attorneys’ fees and costs arising out of the prosecution of the Class Claim
or that could have been raised in connection with such prosecution, whether
known or unknown, in law or in equity, that James D. Pippin or any member or
members of the Class have or had based upon or arising out of any facts,
events, or circumstances that were or could have been alleged in the Class Claim
involving that certain “Agreement and Plan of Merger” dated February 5,
1998 between ICF Kaiser International, Inc., its wholly-owned subsidiary,
and ICT Spectrum Constructors, Inc. and the holders of a majority of ICT
Spectrum Constructors, Inc. shares. 
This release covers all such claims as described in this Paragraph
arising before the date of this Agreement. 
All obligations under this Agreement are expressly excluded from this
release provision.


 


7





















 


14.           Waiver of California Civil Code Section 1542.  The
parties acknowledge familiarity with California Civil Code section 1542,
which provides that:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.


 


To
the fullest extent that they may lawfully do so, the Class and each of its
members expressly waive and relinquish all rights and benefits that they have
or may have under California Civil Code section 1542 or any similar
law.  To the extent that the Class, its
members, and its attorneys have not fully investigated or do not know about any
facts, events, or circumstances occurring at any time until the date of this
Agreement, those unknown facts, events, and circumstances, and in particular, any
and all unknown claims and equity interests arising out of them, are hereby
expressly waived and released.


 


15.           Assumption of Risk.  It
is expressly understood and agreed by the parties that the facts with respect
to this Agreement may turn out to be different from the facts now known or
believed by the parties to be true.  Each
of the parties expressly assumes the risk of the facts turning out to be
different and agrees that this Agreement will be in all respects effective and
not subject to termination or rescission by reason of any such
differences.  Each of the parties
understands and acknowledges the significance and the consequences of this
specific waiver of unknown claims and hereby assumes full responsibility for
any injuries, damages, losses, or liabilities that the party may incur from the
waiver of any unknown claims or equity interests.


 


16.           Dismissal of Actions.  Upon
entry of the Settlement Order and consummation of this Agreement, the parties
will stipulate to the immediate dismissal with prejudice of the District Court
Appeal and the Third Circuit Appeal each of the parties to bear its own costs. 


 


17.           Agreement Binding.  No Class member
will be given any further opportunity to opt out of the Class or this
Settlement subject to Holdings’s ability to waive this condition.  All members of the Class, and their heirs,
successors, assigns, and predecessors and successors in interest will be bound
by this Agreement and any amendments to or waivers of this Agreement agreed to
in writing by Class counsel, Miller Faucher and Cafferty LLP.


 


18.           Kaiser’s Representations and Warranties. 
Holdings and the Debtors hereby represent and warrant that, subject to
the approval of the Bankruptcy Court, they have full and complete authority to
execute this Agreement and that, in executing this Agreement, they are binding
themselves, the Debtors’ estate, their predecessors, successors, and assigns to
this Agreement.  Holdings and the Debtors
further represent and warrant that to the best of their knowledge, formed after
reasonable inquiry and diligence, Exhibit “B” accurately and completely
identifies the members of the Class that are still entitled to
distributions of stock under the “Agreement and Plan of Merger” referred to in
Recital B and the amount of New Common Stock to which those members are
entitled.  Holdings and the Debtors
hereby disclaim any other representation or warranty not contained in this
Agreement.


 


19.           Class Representations and Warranties.  Class counsel,
Miller Faucher and Cafferty LLP, hereby represents and warrants that, subject
to the approval of the Bankruptcy 


 


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Court,
it has full and complete authority to sign this Agreement on behalf of the
Class.  It further represents and
warrants that to the best of its knowledge, formed after reasonable inquiry and
diligence, Exhibit ”A” accurately and completely identifies the members of
the Class, their addresses, and their pro rata entitlement to Net Class Claim
shares.  Miller Faucher and Cafferty LLP
further represents and warrants that it has successfully delivered the Class Certification
Notice referred to in Recital D to each of the members of the Class and
that no member of the Class has opted out. 
The Class and Miller Faucher and Cafferty LLP hereby disclaim any
other representation or warranty not contained in this Agreement.


 


20.           No Admission of Liability.  The
parties acknowledge that this Agreement represents a settlement of disputed
claims and that, by entering into this Agreement, none of the parties admits or
acknowledges the existence of any liability or wrongdoing.


 


21.           Successors and Assigns.  This
Agreement binds the parties’ heirs, successors, and assigns and on assigns of
stock distributed hereunder.


 


22.           Further Assurances and Cooperation.  The
parties hereby provide assurances of cooperation to each other and agree to
take any and all necessary and reasonable steps, including executing any other
and further documents or instructions, and performing any other and further
acts, appropriate to effect the intent of this Agreement.


 


23.           Notices.  The parties will give notice
to each other by sending a written communication by facsimile and first-class
mail to each of the addresses set forth below.


 


To
the Class:


 


William R. Kane, Esq.


Miller Faucher and Cafferty LLP


One Logan Square, Suite 1700


18th and Cherry Streets


Philadelphia, PA 19103


Fax:         (215) 864-2810


 


To
Holdings, Kaiser and the Debtors:


 


Mr. Douglas W. McMinn


9300 Lee Highway


Fairfax, VA 22031


Fax:         (703) 934-3199


 


and


 


Kenneth N. Klee, Esq.


Klee, Tuchin, Bogdanoff & Stern LLP


2121 Avenue of the Stars, 33rd Floor


Los Angeles, California 90067


Fax:         (310) 407-9090


 


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24.           Governing Law.  This
Agreement is to be construed under and governed by the internal laws of the
State of Delaware without regard to conflict of laws principles and, as
applicable, the Bankruptcy Code and other applicable federal law; provided,
however, that the internal laws of the State of Delaware will govern matters
relating to the internal corporate affairs of Holdings or the Debtors.  Any dispute as to the interpretation or
implementation of this Agreement will be determined by the Bankruptcy Court.


 


25.           Entire Agreement.  This
Agreement contains the entire agreement and understanding among the parties
concerning the matters set forth herein and supersedes all prior or
contemporaneous stipulations, negotiations, representations, understandings,
and discussions among the parties or their respective counsel with respect to
the subject matter of this Agreement.  No
other representations, covenants, undertakings, or other earlier or
contemporaneous agreements respecting these matters may be deemed in any way to
exist or bind any of the parties.  The
parties acknowledge that they have not executed this Agreement in reliance on
any promise, representation, or warranty other than those contained in this
Agreement.


 


26.           Neutral Construction of the Agreement.  This
Agreement is the product of negotiation among the parties and represents the
jointly conceived and bargained-for language mutually determined by the parties
to express their intentions in entering into this Agreement.  Any ambiguity or uncertainty in this
Agreement is therefore to be deemed to be caused by or attributable to the
parties collectively and is not to be construed against any particular
party.  Instead, this Agreement is to be
construed in a neutral manner, and no term or provision of this Agreement as a
whole is to be construed more or less favorably to any one party.


 


27.           No Oral Modifications.  This
Agreement may not be modified except as mutually agreed to in a signed writing
by the parties or their authorized representatives.  No waiver of any of the provisions of this
Agreement will be deemed or will constitute a waiver of any of the other
provisions hereof whether or not similar, nor will such waiver constitute a
continuing waiver.


 


28.           Counterparts.  This
Agreement may be executed in several counterparts, and any and all such
executed counterparts will constitute a single agreement binding on each party
to this Agreement.  Facsimiles of
signatures may be taken as the actual signatures, and each party agrees, within
five business days after the facsimile transmission, to provide the other
parties with documents bearing the original signatures.


 


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IN
WITNESS WHEREOF, the
parties have executed this Stipulation and Agreement of Settlement as of October 19,
2005.


 


	
   

  	
  Miller Faucher and Cafferty LLP

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: October 19, 2005

  	
  By: 

  	
  /s/ William R. Kane

  	
   

  
	
   

  	
   

  	
  Counsel for Pippin and the Class

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kaiser Group International, Inc., and 

  
	
   

  	
  affiliated debtors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated: October 19, 2005

  	
  By: 

  	
  /s/ Douglas W. McMinn

  	
   

  
	
   

  	
   

  	
  Douglas W. McMinn

  
	
   

  	
  Its: President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Kaiser Group Holdings, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: October 19, 2005

  	
  By: 

  	
  /s/ Douglas W. McMinn

  	
   

  
	
   

  	
   

  	
  Douglas W. McMinn

  
	
   

  	
  Its: President and Chief Executive Officer