Resolution of the City of Jersey City, N.J.

"- ,CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASETHIS SETTLEMENT AGREEMENT AND RELEASE ("Agreement") is madeand entered into by and between Gulf Insurance Company ("Gulf') and The TravelersIndemnity Company ("Travelers Indemnity") (on behalf of "Travelers" as that term ishereinafter defined) and the City of Jersey City ("the City" as that term is hereinafterdefined). The foregoing are collectively referred to herein as the "Parties."WITNESSETH THAT:WHEREAS, Travelers Indemnity and Gulf issued, or are alleged to have issued,various liability insurance policies to the City under which the City claims to be entitledto coverage (the "Policies" as that term is hereinafter defined); andWHEREAS, certain Claims (as that term is hereinafter defined) including but notlimited to Environmental Claims (as that term is hereinafter defined) have been and/ormay in the future be brought against the City for which the City has sought, is seeking, ormay hereinafter seek insurance coverage under the Policies; andWHEREAS, Travelers Indemnity and Gulfhave denied and continue to deny thatthey have any obligation to defend or indemnify the City under the Policies or otherwisewith regard to the Claims; andWHEREAS, a dispute has arisen between the City and Travelers concerning theavailability of coverage for the Claims; andWHEREAS, the Parties have each consulted with their legal counsel regardingtheir rights with respect to the City's Claims for insurance coverage and believe it is intheir mutual interest to reach an amicable resolution with respect to past, present or futuredisputes relating to Travelers alleged obligations to the City under the Policies, and;