Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE LIPANY
Document 41-4
Filed 07/01/2005
Page 1 of 25
ACE
USA
MANAGEMENTPROTECTION INSURANCE POLICY
ISSUED
THI THIS
IS POLICY
BY THE
STOCK INSURANCE COMPANY
LISTED ABOVE HEREIN
INSURER
THI THIS POLICY IS CLAIM CLAIMS MADE POLICY EXCEPT AS POLICY COVER COVERS ONLY CLAIM CLAIMS FIRST MADE AGAINST PERIOD PLEASE READ THIS POLICY THI CAREFULLY DEFENSE AND CLAIM CLAIMS EXPENSE EXPENSES ARE WITHIN THE LIMIT LIMITS
OTHERWISE PROVIDED THE INSURED INSUREDS DURING
HEREIN
THE
THI THIS POLICY
OF LIABILITY
OF THIS THI
POLICY
DECLARATION DECLARATIONS
NO POLICY
DON
648451
ITEM
1
COMPANY
ADDRES ADDRESS PRINCIPAL
THE 1415
QUIZNO QUIZNOS
LARIMER
CO
CORPORATION
STREET 80202
DENVER
ITEM 2
A
PERIOD POLICY FROM 1201 AM62412001 ADDRES AT THE ADDRESS SHOWN IN ITEM TO 1201 AM 6242002
LOCAL TIME
B
LIMIT
PERIOD
1 2
SAME
AS
ONE YEAR WITHIN
POLICY PERIOD PERIOD POLICY
YES
NO NO
EI
YES
ITEM 3
LIMIT
OF
LIABILITY
GRANTED AMOUNT
A
LIMIT SINGLE AGGREGATE
OF
LIABILITY
YES
FOR ALL COVERAGE PART PARTS COMBINED
EJ
NO
B
LIMIT LIMITS SEPARATE
OF
LIABILITY
E1
YES
NO
COVERAGE PARTS PART DIRECTOR DIRECTORS
COMPANY OFFICER OFFICERS SECURITIE SECURITIES
LIMIT
OF LIABILITY
4000000
MPDCOO2
499
QWEST0006
Case 1:04-cv-00725-RPM
ITEM 4 PART PARTS COVERAGE PURCHASED
Document 41-4
SECURITIE SECURITIES
Filed 07/01/2005
Page 2 of 25
DIRECTOR DIRECTORS
OFFICER OFFICERS
COMPANY
ITEM
5
PREMIUM POLICY ANNUAL PREMIUM
52900
52900
PERIOD DISCOVERY A ADDITIONAL PREMIUM
ONE YEAR 50
OF ANNUAL PREMIUM
B
ADDITIONAL
PERIOD
ITEM
NOTICE TO INSURER A NOTICE OF CLAIM ACT WRONGFUL
OR
LOS LOSS
DIRECTOR OF ACE 1133 32ND NEW B ALL OTHER NOTICES NOTICE WESTCHESTER 1133 32ND NEW AVENUE FLOOR USA AVENUE FLOOR
CLAIM CLAIMS
OF THE AMERICAS AMERICA
YORK NY
10036
FIRE INSURANCE
COMPANY
OF THE AMERICAS AMERICA 10036
YORK NY
ITEM
7
ENDORSEMENT ENDORSEMENTS
AMEND INSURER
TO THE GENERAL CONDITIONS CONDITION
AND LIMITATIONS LIMITATION
EFFECTIVE AT
COLORADO
INCEPTION
ADDRES ADDRESS
SIGNATURE
ENDORSEMENT
AMENDATORY
DATE REPRESENTATIVE ITHORIZED
MPDCOO2
T499
QWEST00062
Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE
Document 41-4
Filed 07/01/2005
Page 3 of 25
COMPANY
ACEUSA
MANAGEMENTPROTECTION INSURANCE POLICY
IN
CONSIDERATION
OF THE
PAYMENT OF THE PREMIUM AND IN RELIANCE
INSURER IN THE
TO ALL OTHER TERMS TERM
ON
ALL STATEMENTS STATEMENT
MADE
AND
INFORMATION
FURNISHED
TO THE
BY THE COMPANY TO THE DECLARATION DECLARATIONS AND FOREGOING
FOLLOW FOLLOWS
APPLICATIONWHICH IS HEREBY MADE OF THIS POLICY THE COMPANY THE INSUREDS THI INSURED
PART HEREOF AND
SUBJECT
AND THE INSURER
AGREE
AS
GENERAL
CONDITION CONDITIONS
AND
LIM1TATION LIM1TATIONS
1
TERM TERMS
AND
CONDITION CONDITIONS
THE TERMS TERM
IN AND LIMITATIONS OR UNLESS STATED TO THE CONTRARY ANY COVERAGE LIMITATION UNLES PART PART AND SHALL THI PART OF THIS POLICY APPLYONLYTO THAT COVERAGE COVERAGE CONDITION PART OF THIS POLICY ANY TERM REFERENCED IN THE GENERAL CONDITIONS AND THI NOT APPLYTO ANY OTHER COVERAGE PART PART SHALL FOR PURPOSES OF COVERAGE UNDER THAT COVERAGE LIMITATION LIMITATIONS WHICH IS DEFINED IN COVERAGE PURPOSE IN THE GENERAL CONDITIONS CONDITION AND IF HAVE THE MEANING SET FORTH IN THAT COVERAGEPART ANY PROVISION TERM TERM CONDITION PART THE TERMS LIMITATION LIMITATIONS IS INCONSISTENT OR IN CONFLICT WITH THE TERMS AND CONDITIONS OF ANY COVERAGE PART PART SHALL CONTROL FOR PURPOSES OF THAT COVERAGE AND CONDITIONS OF SUCH COVERAGE CONDITION PURPOSE FOR THE EXCEPT GENERAL CONDITIONS CONDITION OF EACH AND CONDITIONS CONDITION DEFINITION DEFINITIONS
2
WHEN
USED IN THIS THI
POLICY
MEAN MEANS
A
ANNUAL
PREMIUM
ADDITIONAL
ANNUALIZED ANNUALIZED PREMIUM AND THE FULLY ORIGINAL THE POLICY PERIOD THE INSURER FOR OR DURING PREMIUMS PREMIUM CHARGED BY THE
AMOUNT
OF ANY
B
MATERIAL ATTACHMENT ATTACHMENTS AND MATERIALS SUBMITTED THEREWITH MEAN MEANS ALL SIGNEDAPPLICATIONS APPLICATION APPLICATION INCLUDING DIRECT OR INDIRECT THI FOR THIS POLICYOR FOR ANY POLICYISSUED BY THE INSURER OF WHICH THIS POLICYIS THI ATTACHED TO ATTACHMENT ATTACHMENTS AND MATERIALS ARE DEEMED MATERIAL RENEWAL OR REPLACEMENT ALL SUCH APPLICATIONS APPLICATION AND INCORPORATED THIS POLICY INTO THI
C
COMPANY MEANS MEAN AS ORGANIZATION
DEBTOR IN
THE PARENT COMPANY AND THE SUBSIDIARIES SUBSIDIARIE INCLUDINGANY SUCH COLLECTIVELY LAW OR AN EQUIVALENTTATUS STATU S UNDER UNITED STATES BANKRUPTCY STATE POSSESSION
UNDER THE LAW OF ANY OTHER COUNTRY D DEFENSE AND COST COSTS
MEAN MEANS
REASONABLE COSTS COST AND
OR
CHARGE FEE CHARGESFEES INCLUDINGBUT
INCURRED
OR
NOT
LIMITED TO SALARIE SALARIES IN
FEE ATTORNEY FEES ATTORNEYS
OR
EXPERT FEE EXPERTS FEES
EXPENSE EXPENSES
OTHER THAN REGULAR OVERTIME OR
DIRECTORS OFFICER DIRECTOR OFFICERS
CLAIM C INVESTIGATINGLAIMS E
EMPLOYEES EMPLOYEE OF THE
AND THE
COMPANY PREMIUM FOR APPEAL ATTACHMENT
BY
WAGE WAGES THE INSUREDS INSURED
FEE FEES OF THE
OR DEFENDING
SIMILAR BONDS
THE PERIOD FOR THE EXTENSION OF COVERAGE MEAN DISCOVERY PERIOD MEANS OF THESE GENERAL CONDITIONS AND LIMITATIONS CONDITION SUBSECTION OR 10B ERISA
OR
IF
EXERCISED DESCRIBED
IN
F
MEAN MEANS
THE
EMPLOYEERETIREMENT
OR
INCOME
LOCAL COMMON
RULE LAW AND ANY RULES AND STATUTORY IN THE
ACT OF 1974 AS AMENDED SECURITY ANY THEREUNDER REGULATION REGULATIONS PROMULGATED WITH
SIMILAR STATE
G
EXECUTIVE
OFFICER OFFICERS EITHER
MEAN OR SINGULAR PLURALMEANS
RESPECT
TO
ANY
COMPANY
ITS
C CHAIRPERSON PRESIDENTCHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER INHOUSE GENERALOUNSEL AND THE EMPLOYMENT PRACTICE PRACTICES COVERAGE PART IF GRANTED THE DIRECTOR OF HUMAN SOLELYWITH RESPECTTO
RESOURCE RESOURCES OR
EQUIVALENTOSITION P
MPGTOO1
499
PAGE
OF 10
QWEST00063
Case 1:04-cv-00725-RPM
H FINANCIAL
STATE
OR MEAN IMPAIRMENT MEANS
Document 41-4
THE STATUS STATU
OR
Filed 07/01/2005
Page 4 of 25
FROM THE APPOINTMENT BY ANY COMPANY RESULTING RECEIVER CONSERVATOR LIQUIDATOR TRUSTEE REHABILITATOR THE OR THE COMPANY OR SIMILAR OFFICIAL TO TAKE CONTROL OF SUPERVISE MANAGE LIQUIDATE OR DEBTOR IN POSSESSION COMPANYBECOMING OF THE FEDERAL OFFICIAL AGENCY
COURT OF ANY
I
LNSURED MEAN LNSUREDS MEANS DEFINED
AS
WITH
PART ALL ORGANIZATIONS PLAN ORGANIZATION PLANSAND NATURAL PERSONS PERSON RESPECT TO ANY COVERAGE
INSUREDS THEREUNDER INSURED ACT ACTS WRONGFUL ACT A WRONGFULCTS
CAUSE
J
INTERRELATED
MEAN MEANS
ALL
THAT HAVE
OR
AS
COMMON
NEXU NEXUS
CIRCUMSTANCE SITUATION EVENT TRANSACTION SITUATION EVENT SITUATIONS EVENTS TRANSACTIONS
K
TRANSACTION
OR CAUSES
SERIE SERIES
OF
RELATED FACTS FACT
ANY FACT CIRCUMSTANCE CIRCUMSTANCES
PART PART PARTS MEANS MEAN LIABILITY COVERAGE ANY COVERAGE OR BOND COVERAGEPART IF PURCHASED LIMIT PERIOD THE DESCRIBED PERIOD IN ITEM 2B
OF THIS THI
POLICYOTHER
THAN ANY COMMERCIAL
CRIME
L
MEAN MEANS
OF THE DECLARATIONS SUBJECTO DECLARATION T AND LIMITATIONS
TERMINATION PRIOR
IN ACCORDANCE WITH
SUBSECTION
CONDITION OF THESE GENERAL CONDITIONS IN ITEM
M
PARENT
COMPANY MEANS MEAN
THE
FIRST ORGANIZATION NAMED
OF THE DECLARATIONS
N
FORM INCLUDING ALL ATTACHED THE DECLARATION THI POLICY MEAN MEANS COLLECTIVELY DECLARATIONS THE APPLICATIONTHIS POLICY ENDORSEMENT PART PARTS AND ANY ENDORSEMENTS HERETO COVERAGE
0
POLICYPERIOD
MEAN MEANS
THE
PERIODOF
WITH
TIME
IN SPECIFIED 12
ITEM
2A
TO OF THE DECLARATIONS SUBJECT DECLARATION
PRIOR
TERMINATION IN ACCORDANCE
SUBSECTION
OF THESE GENERAL CONDITIONS CONDITION
AND LIMITATIONS
P
POLLUTANT POLLUTANTS
MEAN MEANS AS
ANY
CHARACTERISTIC CHARACTERISTICS STATE STATES
DEFINED
ENVIRONMENTAL
THEREOF COUNTERPART THERMAL IRRITANTS CONTAMINANTS IRRITANT CONTAMINANT MATERIALS INFECTIOU INFECTIOUS MEDICAL WASTE
HAZARDOU EXHIBITING ANY HAZARDOUS ISSUED BY THE UNITED PROTECTION AGENCY OR ANY FEDERAL STATE COUNTY MUNICIPALITYOR LOCALITY SUCH SUBSTANCES SHALL INCLUDE WITHOUT LIMITATION SOLIDS LIQUIDS GASEOUS OR SUBSTANCE SOLID LIQUID GASEOU SUBSTANCE LOCATED
ANYWHERE IN
THE
WORLD
BY
OR
IDENTIFIED
ON
LIST OF HAZARDOUS HAZARDOU
SUBSTANCE SUBSTANCES
POLLUTANT POLLUTANTS SHALT ALSO
OR
FUME ACID ALKALI CHEMICAL VAPOR SOOT FUMES ACIDS ALKALIS CHEMICALS OR WASTE WATER OIL OR OIL PRODUCTS PRODUCT ANY OTHER AIR EMISSION ODOR WASTE ASBESTO ASBESTOS OR ASBESTOS PRODUCTSNOISE AND ELECTRIC OR MAGNETIC OR ASBESTO PRODUCT
OR
SMOKE
MEAN
FIELD ECTROMAGNETIC Q
SUBSIDIARYEITHER
1 ANY COMPANY
IN THE
OR MEAN MEANS SINGULAR PLURAL
IN WHICH
MORE
THAN 50
OF THE
PRESENT RIGHT TO VOTE COMBINATION BY ONE OR
2 ANY
FOR ELECTION OF
MORE
DIRECTOR DIRECTORS IS AND
SECURITIE THE OUTSTANDINGOTINGSECURITIES REPRESENTING V OWNED OR DIRECTLY INDIRECTLYIN ANY
COMPANIE COMPANIES
TRUST
OR
FOUNDATION
CHARITABLE
A POLITICALCTION
COMMITTEE
CONTROLLED
BY
ONE
OR
MORE
COMPANIES
3
ESTATE ESTATES
THE
LEGAL
REPRESENTATIVE REPRESENTATIVES
AND
SPOUSE SPOUSES
PERSON HEIR HEIRS LEGAL REPRESENTATIVE REPRESENTATIVES ASSIGN AND SPOUSES OF INSURED PERSONS SHALL BE CONSIDERED AN ASSIGNS SPOUSE HEIR PART BUT COVERAGE IS AFFORDED TO SUCH ESTATES HEIRS LEGAL ESTATE LIABILITY COVERAGE ANY FOR CLAIM ARISING OUT OF THEIR STATUS AS SUCH AND IN THE STATU AND SPOUSES ONLY SOLELY REPRESENTATIVE REPRESENTATIVES ASSIGN ASSIGNS SPOUSE ESTATE ESTATES INSURED UNDER
CASE
OF
OR
SPOUSE
WHERE
SUCH
CLAIM
SEEK SEEKS
DAMAGE DAMAGES FROM
MARITAL
PROPERTY
TRANSFERRED FROM THE INSURED PERSON TO THE SPOUSE PROPERTY
COMMUNITY PROPERTY JOINTLYHELD NO COVERAGE IS PROVIDED FOR ANY
THI ALL TERMS AND CONDITIONS OF THIS TERM CONDITION A ASSIGNOR SPOUSE WRONGFULCT OF AN ESTATE HEIR LEGAL REPRESENTATIVE TO LOS WITHOUT LIMITATION THE RETENTION APPLICABLE LOSS INCURRED BY THE INSURED PERSON SHALL POLICY INCLUDING ALSO APPLYTO LOSS INCURRED BY SUCH ESTATES HEIRS LEGAL EPRESENTATIVES LOS ESTATE HEIR REPRESENTATIVE R ASSIGN AND SPOUSES ASSIGNS
MPGTOO1
499
PAGE
OF 10
QWEST00064
Case 1:04-cv-00725-RPM
4 DISCOVERY PERIOD DO
Document 41-4
Filed 07/01/2005
Page 5 of 25
ANY LIABILITYCOVERAGEPART OR IF THE PARENT COMPANY INSURED INSUREDS SHALL HAVE THE RIGHT UPON PAYMENT OF THE ADDITIONAL PART THE TERMINATES ANY LIABILITY TERMINATE COVERAGE PART FOR BY SUCH LIABILITY COVERAGE DESCRIBED BELOW TO AN EXTENSION OF THE COVERAGE GRANTED
IF
THE
INSURER
OR
THE
INSURED INSUREDS
NOT
RENEW
PREMIUM
THE
THE EFFECTIVE DATE OF SUCH OF THE DECLARATIONS FOLLOWING DECLARATION DISCOVERY PERIOD SET FORTH IN ITEM 5B ACT TAKINGPLACEPRIOR THE TO COVERED WRONGFUL NONRENEWAL OR TERMINATION BUT ONLYWITH RESPECT TO EFFECTIVE DATE OF SUCH NONRENEWAL
OR
TERMINATION
THI THIS
WITH PAYMENT OF THE NOTICE OF SUCH ELECTION TOGETHER THE INSURER WITHIN THIRTY 30 DAY DAYS FOLLOWINGTHE EFFECTIVE DATE OF TERMINATION THE
RIGHTOF EXTENSION ADDITIONAL PREMIUM DUE
OR
SHALL
IS
UNLES LAPSEUNLESS WRITTEN THE LNSUREDS TO LNSURED GIVENBY
NONRENEWAL
PREMIUM DUE
ENTIRE
FOR SUCH
PERIOD DISCOVERY
PERCENT SET FORTH IN ITEM 5A
THE
PREMIUM FOR
SUCH
THAT PART SHALL EQUAL LIABILITY COVERAGE PART DECLARATIONS OF THE ANNUAL PREMIUM FOR SUCH LIABILITY COVERAGE OF THE DECLARATION EARNED AND NONREFUNDABLE UPON PERIOD SHALL BE DEEMED FULLY DISCOVERY WITH
TO RESPET ANY
PAYMENT
THE LNSURED LNSUREDS SHALL NOT BE ENTITLED TO ELECT THE PART LIABILITYCOVERAGE
IF
ANY SUBSECTION
WITH RESPECT TO PERIOD UNDER THIS SUBSECTION THI DISCOVERY PERIOD FOR SUCH LIABILITY PART IS ELECTED PURSUANTTO COVERAGE DISCOVERY AND LIMITATIONS
10B
LIABILITY
OF THESE GENERAL CONDITIONS CONDITION
5
LIMIT
OF
AND
RETENTION
ACT AND ALL INTERRELATED THI CLAIM WRONGFUL PURPOSE PURPOSES OF THIS POLICY ALL CLAIMS ARISINGOUT OF THE SAME INSURED ONE CLAIM AND SUCH CLAIM SHALL BE DEEMED TO BE FIRST ACT ACTS OF THE INSUREDS SHALL BE DEEMED WRONGFUL FOR THE MADE
IS
ON
CLAIM THE DATE THE EARLIEST OF SUCH CLAIMS
OR
IS FIRST MADE
BEFORE
DURINGTHE
POLICYPERIOD
ALL LOSS LOS
OF THEM REGARDLESS WHETHER SUCH DATE AGAINST REGARDLES CLAIM SHALL BE DEEMED FROM SINGLE RESULTING SINGLE
LOSS IN OF THE ALL COVERAGE PART PARTS IS GRANTED AS PROVIDED ITEM 3A OF THE DECLARATIONS SHALL BE THE MAXIMUM DECLARATION LIABILITY 3A AGGREGATE OF OF THE INSURER UNDER ALL COVERAGE PARTS PART COMBINED FOR EACH LIMIT PERIOD REGARDLESS THE NUMBER OF REGARDLES
IF
SINGLEAGGREGATE LIMIT
OF
FOR LIABILITY
DECLARATIONS DECLARATION THE AMOUNT
CLAIM CLAIMS
OR
STATED IN ITEM
LOSSE LOSSES
OR
THE TIME
OF PAYMENT
BY THE
INSURER DECLARATION OF THE DECLARATIONS
IF
AS IN LIMIT ARE SEPARATE LIMITS OF LIABFLITY GRANTED PROVIDED ITEM 3B
A
THE LOS LOSS
MAXIMUM
FROM ALL CLAIMS CLAIM RESULTING
PART FOR ALL COVERED OF AGGREGATE LIABILITY THE INSURER UNDER EACH LIABILITYCOVERAGE LIMIT LIMITS OF FIRST MADE DURING EACH LIMIT PERIOD SHALL BE THE RESPECTIVE
AS
OF PAYMENT B
PART FOR SUCH COVERAGE LIABILITY THE LNSURER AND BY
SET
FORTH IN ITEM
3B
OF OF THE DECLARATIONS REGARDLESS THE TIME DECLARATION REGARDLES
THE MAXIMUM CLAUSE CLAUSES
OF LOS THE LIMIT PERIOD UNDER ALL INSURING AGGREGATE LIABILITY THE INSURER FOR ALL LOSS DURING FOR PART SHALL BE THE AGGREGATELIMIT OF LIABILITY CRIME OR BOND COVERAGE DECLARATION O PART AS SET FORTH IN THE DECLARATIONS FOR SUCH COVERAGE PART REGARDLESS THE TIME OF REGARDLESF SUCH COVERAGE PAYMENT BY THE INSURER PROVIDED OF THE COMMERCIAL THE MAXIMUM OF LIABILITY THE INSURER FOR EACH LIMIT RESPECTIVE OF LOS CLAUSE SINGLE LOSS UNDER ANY INSURING FOR SUCH INSURING CLAUSE AS SET LIABILITY OF SUCH FORTH IN
I
PART SHALL BE THE COVERAGE THE DECLARATION FOR SUCH DECLARATIONS
COVERAGE PART AND
LOS SINGLELOSS
WITH THE MAXIMUM SUCH O LIABILITYF THE LOS SINGLELOSS SHALL INSURER BE THE
II
IF
MORE
THAN
ONE
CLAUSE APPLIES APPLIE TO INSURING
UNDER
ALL SUCH
INSURING CLAUSE CLAUSES COMBINED
LIMIT LIMITS APPLICABLE OF
RESPECT TO
OF LARGEST SUCH
LIABILITY
MPGTOO1
499
PAGE
OF 10
QWEST00065
Case 1:04-cv-00725-RPM
THE LIMIT LIMITS OF DESCRIBED LIABILITY
Document 41-4
IN
Filed 07/01/2005
Page 6 of 25
WHICH FURTHER LIMIT
AND DO NOT INCREASE THE INSURERS INSURER
MAXIMUM
SUBLIMIT SUBPARAGRAPH SUBPARAGRAPHS AND II ABOVE ARE SUBLIMITS UNDER SUCH COVERAGE PART LIABILITY
THE LIMIT THE AND
OF LIABILITYFOR THE DISCOVERY PERIOD IF EXERCISED SHALL BE PART OF AND NOT IN ADDITION TO THE FOR THE LIMIT PERIOD THE PURCHASE THE DISCOVERY OF PERIOD SHALL NOT INCREASE OR REINSTATE LIABILITY LIMIT OF LIABILITY WHICH SHALL BE THE MAXIMUM OF LIABILITY THE INSURER FOR SUCH LIMIT PERIOD APPLICABLE PERIOD COMBINED DISCOVERY LIMIT OF COST COSTS SHALL BE PART OF AND DEFENSE
NOT
LIMIT LIMITS OF LIABILITYSET FORTH IN THE APPLICABLE OF LIABILITY WITH RESPECT IF THE LIMIT LIABILITY INSURER TO THE ENTIRE POLICY OR ANY COVERAGEPART IS EXHAUSTED OF LOSS THE INSURERS OBLIGATIONS LOS BY PAYMENT OBLIGATION UNDER THE ENTIRE POLICYOR SUCH COVERAGE SHALL BE COMPLETELY FULFILLEDAND EXTINGUISHED PART RESPECTIVELY THE INSURER IS ENTITLED TO PAY LOSS AS IT BECOMES DUE AND PAYABLE LOS BECOME INSURED BY THE INSUREDS WITHOUT CONSIDERATION OF OTHER FUTURE PAYMENT OBLIGATIONS DEFENSE IN ADDITION
TO THE
DECLARATIONS DECLARATION AND
COST COSTS SHALL REDUCE SUCH LIMIT
OF
W LOS FROM LIABILITY ITH RESPECTTO LOSS ARISING AND EACH SINGLELOSS COVERED UNDER THE LOS EACH CLAIM COVERED UNDER ONE OR MORE PARTS PART LIABILITY COVERAGE LOS COMMERCIAL CRIME OR BOND COVERAGE PART IF PURCHASEDSHALL APPLYONLYTO THAT PART OF LOSS WHICH IS OF THE APPLICABLE RETENTION AMOUNT SET FORTH IN THE DECLARATIONS FOR SUCH COVERAGE DECLARATION PART PARTS AND EXCES EXCESS DIFFERENT PARTS SHALL BE BORNE BY THE LNSUREDS UNINSURED AND AT THEIR OWN LNSURED RISK IF SUCH RETENTION AMOUNT PART LOS TO RETENTION RETENTIONS WILL BE OF RETENTION SINGLECLAIM OR SINGLELOSS ARE SUBJECT DIFFERENT RETENTIONS THE APPLICABLE TO RETENTION LOS APPLIEDSEPARATELY EACH PART OF SUCH LOSS BUT THE SUM OF SUCH RETENTIONS SHALL NOT EXCEED THE LARGEST RETENTION APPLICABLE
EXCEPTAS
OTHERWISE
IN PROVIDED
THI THIS SUBSECTION
THE INSURERS INSURER
ANY RETENTION
INCURRED
FOR INDEMNIFIED
LOS LOSS
UNDER
BY
INSURED NO
PERSON PERSONS AND RETENTION
IS INDEMNIFIED
OTHER INSUREDS INDEMNIFIED
SHALL
PART SHALL APPLYONLYTO LOS LOSS WHICH IS LIABILITY COVERAGE LOS BY THE COMPANY AND II LOSS WHICH IS INCURRED BY ALL LOS PERSON APPLY TO LOSS WHICH IS INCURRED BY INSURED PERSONS AND IS NOT
BY THE COMPANY
COMMON OR ON
IF
THE
OR COMPANY IS PERMITTED REQUIRED BY OR
LAW STATUTORY
TO
ULTIMATELY INDEMNIFYTHE
INSURED
PERSON PERSONS FOR ANY LOSS LOS DOE DOES
NOT IN FACT DO SO
TO ADVANCE
DEFENSE
REASON REASONS
COST COSTS
OTHER THAN FOR
THEIR BEHALF UNDER ANY LIABILITY PART AND COVERAGE OF FINANCIAL IMPAIRMENT THEN THE COMPANY SHALL REIMBURSE
INSURER AND HOLD HARMLESS THE INSURER FOR THE INSURERS HARMLES OF THE RETENTION FOR INDEMNIFIED LOS LOSS UNDER THE
PAYMENT
OR
ADVANCEMENT
OF SUCH
LOS LOSS UP TO THE AMOUNT
PART APPLICABLE LIABILITY COVERAGE
6
NOTICE LNSURED LNSUREDS SHALL
TO PRECEDENT
THE
AS
CONDITION
THE INSUREDS AS INSURED INSURER WRITTEN NOTICE OF ANY CLAIM MADE AGAINST LEARN OFFICER OR THE COMPANYS RISK MANAGER FIRST LEARNS OF SUCH CLAIM COMPANY OF DAY DAYS AFTER EXPIRATION THE POLICYPERIOD THE INSURED INSUREDS
OR
IF
LIABILITY COVERAGE PART GIVE TO THE AFTER ANY EXECUTIVE AS PRACTICABLE BUT IN NO EVENT LATER THAN NINETY90 PERIOD EXERCISED DURING THE DISCOVERY
THEIR ANY
SOON
RIGHT UNDER RIGHTS
SHALL
AS
CONDITION THE
TO PRECEDENT
THEIR
RIGHT RIGHTSUNDER
THE 90
COMMERCIAL
CRIME
OR
BOND
IS
COVERAGE PART GIVE TO
INSURER WRITTEN NOTICE OFFICER
OR
DISCOVERED BY ANY EXECUTIVE
IF
OF ANY LOSS WITHIN LOS THE COMPANYS RISK MANAGER COMPANY
DAY DAYS
AFTER SUCH
LOS LOSS
FIRST
INSURED OF DURINGTHE POLICYPERIOD OR THE DISCOVERY PERIOD IF EXERCISED THE INSUREDS FIRST BECOME AWARE ACT WHICH FUTURE CLAIM COVERED UNDER REASONABLY IVE RISE TO G LIABILITY SPECIFIC WRONGFUL MAY PART AND DURING SUCH POLICYPERIOD OR DISCOVERY PERIOD GIVE WRITTEN NOTICE TO THE INSURER OF COVERAGE THE OF THE CLAIMANT CLAIMANTS POTENTIAL POTENTIAL CLAIM THE AND OF DESCRIPTION THE A SPECIFIC WRONGFULCT WHICH FORMS THE FORM
A
NAME NAMES
BASI BASIS OF THEIR
B
THE
OF IDENTITY
INSURED INSUREDS ALLEGEDLY FOR ACT SPECIFIC RESPONSIBLE SUCH SPECIFIC WRONGFUL
MPGTOO1
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QWEST00066
Case 1:04-cv-00725-RPM
THE CONSEQUENCES CONSEQUENCE THE
NATURE
Document 41-4
OR
Filed 07/01/2005
Page 7 of 25
C
WHICH
HAVE RESULTED
MAY RESULT FROM SUCH
SPECIFIC WRONGFUL ACT
RELIEF WHICH MAY BE IN SOUGHT
D
OF THE OF
CONSEQUENCE
POTENTIAL MONETARY DAMAGES OR NONMONETARY DAMAGE SUCH SPECIFIC WRONGFULCT AND A
INSURED BY WHICH THE INSUREDS FIRST BECAME ARISE ARISES OUT OF SUCH
IF AWARE
E
CIRCUMSTANCE THE CIRCUMSTANCES
OF SUCH
SPECIFIC WRONGFUL ACT
TO HAVE
THEN ANY THE LIMIT INSURER CLAIM
CLAIM PERIOD
WHICH
OR
A WRONGFULCT AND EXPENSES EXPENSE
SHALL BE DEEMED SUCH
TO PRIOR
BEEN FIRST MADE
WAS
DISCOVERY PERIOD
EXERCISED IN WHICH
WRITTEN NOTICE THE TIME
RECEIVED
DURING BY THE
NO COVERAGE IS
FOR FEE PROVIDED FEES
INCURRED
SUCH NOTICE RESULTS IN RESULT
AND GIVEN BY PREPAID ALL NOTICES UNDER ANY PROVISION NOTICE OF THIS POLICYSHALL BE IN WRITING THI EXPRES EXPRESS COURIER INSURED CERTIFIED MAIL OR FAX PROPERLY ADDRESSED TO THE APPROPRIATE PARTY NOTICE TO THE INSUREDS MAY BE GIVENTO THE PARENT
CLAIM
ADDRES COMPANY AT THE ADDRESS ACT OR LOSS SHALL LOS WRONGFUL
AS
SHOWN
IN ITEM
OF THE DECLARATIONS
BE
GIVEN TO
ADDRES THE INSURER AT THE ADDRESS SET
NOTICE TO THE INSURER OF ANY FORTH IN ITEM 6A OF THE
DECLARATIONS
ALL OTHER NOTICES TO THE NOTICE
INSURER UNDER THIS THI NOTICE
ADDRES ADDRESS SET FORTH IN ITEM
6B
OF THE DECLARATIONS
BE RECEIVED AND EFFECTIVE UPON ACTUAL NOTICE IS SENT WHICHEVER
IS EARLIER
THEREOF BY THE RECEIPT
POLICYSHALL BE GIVEN TO THE INSURER AT THE GIVEN AS DESCRIBED ABOVE SHALL BE DEEMED TO ADDRESSEE OR ONE DAY FOLLOWING DATE SUCH THE
ANY NOTICE
WHICH THE
TO THE INSURER OF ANY
CLAIM
A WRONGFULCT SHALL BE
OR
LOS LOSS
AS
SHALL DESIGNATE THE UNDER
NOTICE
IS
BEING
GIVEN AND
TREATED
NOTICE
COVERAGE PART PARTS UNDER ONLY THE COVERAGE PART PARTS SO
DESIGNATED
7 DEFENSE AND SETTLEMENT THE DUTY OF THE INSURED INSUREDS AND NOT THE
TO SUBJECT
THI THIS SUBSECTION
IT
SHALL BE
DUTY OF
THE INSURER TO
DEFEND ANY CLAIM COST AGREE NOT TO SETTLE OR OFFER TO SETTLE ANY CLAIM INCUR ANY DEFENSE COSTS OR OTHERWISE WITH RESPECTTO ANY CLAIM WITHOUT THE INSURERS INSURER CONTRACTUAL OBLIGATION ADMIT ANY LIABILITY ASSUME OR ANY THE INSURER SHALL NOT BE LIABLE FOR ANY SETTLEMENT DEFENSE COSTS ASSUMED OBLIGATION COST OR WRITTEN CONSENT SEND TO THE INSURER ALL SETTLEMENT WHICH IT HAS NOT CONSENTED THE INSUREDS SHALT PROMPTLY INSURED ADMISSION TO THE INSURED INSUREDS DEMAND DEMANDS
OR
OFFER OFFERS RECEIVED WHICH
ARE
CLAIM SETTLE ALL CLAIMS
INSURED BY THE INSUREDS FROM THE CLAIMANTS TO SUBJECT SINGLERETENTION FOR AN THE INSURER INSURERS
CONSENT
HOWEVER
BE
IF
THE INSUREDS INSURED
ARE
ABLE TO
AGGREGATE AMOUNT
FOR REQUIRED
DEFENSE INCLUDING THE SETTLEMENT OF
COST COSTS
NOT
SUCH RETENTION EXCEEDING
SHALL NOT
SUCH CLAIMS
WITH
RESPECT TO ANY CLAIM
SUBMITTED
SHALL BE INSURED INSUREDS
GIVEN
TO THE OPPORTUNITY
THI AND FOR COVERAGE UNDER THIS POLICY THE INSURER SHALL HAVE THE RIGHT ASSOCIATE WITH AND SHALL BE CONSULTED IN ADVANCE BY THE EFFECTIVELY DEFENSE COUNSEL APPROPRIATE THE REGARDING FILINGAND CONTENT SUBSTANTIVE OF SUBSTANTIVE DEFENSE
REGARDING
THE SELECTION OF DECISION DECISIONS
STRATEGIE STRATEGIES
WITHOUT LIMITATION INCLUDING SETTLEMENT NEGOTIATIONS THE LNSURED LNSUREDS AGREE TO
MOTION MOTIONS AND
PROVIDETHE
INSURER WITH
ALL INFORMATION ASSISTANCE OF CLAIM ACTUAL
OR
AND
THAT SHALL MAKE
ANY
INSURER REASONABLYREQUESTS AND AGREE THAT IN THE EVENT REQUEST THE INSURERS POSITIONOR ITS POTENTIAL INSURER OR PREJUDICE
IT DEEM INVESTIGATION DEEMS
LOS LOSS THE LNSUREDS WILL DO LNSURED RECOVERY THE
WHICH THE COOPERATION NOTHING INSURER MAY
RIGHT OF RIGHTS
NECESSARY AND LIMITATIONS THE INSURER SHALL ADVANCE LIMITATION
IS
ON
TO SUBJECT
SUBSECTION
OF THESE GENERAL CONDITIONS CONDITION COST COSTS WHICH SUCH
BEHALF MADE THEIR
OF THE INSUREDS INSURED
COVERED DEFENSE
INSURED THE INSUREDS HAVE INCURRED IN CONNECTION THAT TO THE EXTENT PROVIDED
IT
WITH CLAIMS CLAIM
TO OF THEM PRIOR DISPOSITION AGAINST
CLAIM CLAIMS
E FINALLYSTABLISHED THAT
ANY SUCH
DEFENSE
COST COSTS
ARE
NOT
COVERED
UNDER THIS THI
POLICY
THE INSUREDS INSURED
TO SEVERALLYCCORDING A
INTERESTS INTEREST AGREE TO REPAYTHE INSURER SUCH DEFENSE COSTS
MPGTOO1
499
PAGE
OF 10
QWEST00067
Case 1:04-cv-00725-RPM
THE INSURER AND THE INSURED INSUREDS
Document 41-4
SHALL
NOT
Filed 07/01/2005
ANY
Page 8 of 25
REFERENCED IN THI THIS
WITHHOLD UNREASONABLY
CONSENT
SUBSECTION
8
ALLOCATION IN ANY CLAIM UNDER PART THE INSUREDS WHO ARE AFFORDED COVERAGE FOR SUCH CLAIM INSURED LIABILITYCOVERAGE INCUR LOSS JOINTLY LOS WITH OTHERS INCLUDINGLNSUREDS WHO ARE NOT AFFORDED COVERAGE FOR SUCH CLAIM OR INCUR OTHER LNSURED
IF AN
AMOUNT
OF CONSISTING BETWEEN
BOTH LOSS LOS
COVERED
BY
THI THIS
POLICYAND
LOS LOSS BASED
LOS LOSS NOT
COVERED
BY
THI THIS
BECAUSE POLICY OF THE
SUCH CLAIM SUCH AMOUNT
INCLUDE INCLUDES BOTH COVERED AND UNCOVERED MATTERS MATTER COVERED LOSS LOS UNCOVERED AND UNCOVERED
THEN THE INSUREDS AND THE INSURER SHALL ALLOCATE INSURED UPON THE RELATIVE
LEGAL EXPOSURE EXPOSURES
PARTIE TO PARTIES COVERED AND
IF
MATTERS
THERE
CAN
BE
AN
AGREEMENT ON
AN
ALLOCATION OF DEFENSE
IF
COST COSTS THE INSURER SHALL ADVANCE
BE
NO
ON
CURRENT
BASI BASIS DEFENSE
COST COSTS ALLOCATED TO COVERED LOSS
ON
THERE
CAN
AGREEMENT ON
WHICH THE
AN
ALLOCATION OF DEFENSE
TO
COST COSTS THE INSURER SHALL ADVANCE
COVERED UNDER THIS THI ADVANCEMENT UNTIL POLICY OF DEFENSE COST COSTS
CURRENT
BASI BASIS
DEFENSE
COST COSTS
INSURER BELIEVES BELIEVE
BE
ARBITRATED OR NEGOTIATED ANY CONDITIONED UPON RECEIPT BY THE INSURER OF WRITTEN UNDERTAKINGY THE INSUREDS THAT SUCH ADVANCED AMOUNTS INSURED AMOUNT SHALL BE REPAIDTO THE INSURER BY THE B LNSUREDS LNSURED SEVERALLY TO INTEREST INTERESTS IF AND TO THE EXTENT THE INSUREDS SHALL NOT BE INSURED ACCORDING THEIR RESPECTIVE CONDITION THI TO COVERAGE FOR SUCH DEFENSE COSTS ENTITLED UNDER THE TERMS AND CONDITIONS OF THIS POLICY TERM DIFFERENT ALLOCATION IS SHALL BE
DETERMINED JUDICIALLY
SUBJECT TO
AND
DETERMINED ALLOCATION OF DEFENSE COSTS ON ACCOUNT COST OF CLAIM ANY NEGOTIATEDARBITRATED OR JUDICIALLY SHALL BE APPLIEDRETROACTIVELY ALL DEFENSE COSTS ON ACCOUNT TO COST OF SUCH CLAIM NOTWITHSTANDING ANY PRIOR ADVANCEMENT TO THE CONTRARY ANY ALLOCATION OR ADVANCEMENT OF DEFENSE COSTS ON ACCOUNT COST OF CLAIM WITH RESPECT TO THE ALLOCATION OF OTHER LOSS ON ACCOUNT OF LOS SHALL NOT APPLYTO OR CREATE ANY PRESUMPTION SUCH CLAIM
OR
ANY OTHER CLAIM
9
OTHER
INSURANCE
OR POLICYIE POLICYIES PRIOR CURRENT PROVISION AND OTHER TERMS PROVISIONS TERM
IF ANY LOSS UNDER THIS POLICY LOS THI IS INSURED THEN THIS POLICY THI SHALL COVER SUCH LOSS LOS
UNDER ANY OTHER VALID AND COLLECTIBLE
TO SUBJECT
ITS LIMITATIONS CONDITIONS LIMITATION CONDITION
IS
ONLYTO
WHETHER
THE EXTENT SUCH
THAT THE
AMOUNT
OF SUCH
LOS LOSS
IN
EXCES EXCESS
OF THE AMOUNT
OF SUCH
OTHER INSURANCE
OTHER INSURANCE
IS
IS STATED TO BE WRITTEN
UNLES UNLESS SUCH IN PROVIDED 10
OTHER INSURANCE
PRIMARY CONTRIBUTORY EXCES EXCESS EXCES INSURANCE ONLY AS SPECIFICEXCESS
OR CONTINGENT OTHERWISE OVER THE LIMITS OF LIABILITY LIMIT
THI THIS
POLICY
CHANGING COVERAGE
OR ORGANIZATION
TRANSACTION TRANSACTIONS
A
OR ACQUISITION
CREATION OF ANOTHER
PLAN
THE POLICY IF DURING PERIOD THE COMPANY SECURITIE OR CREATE ACQUIRE VOTINGSECURITIES IN ANOTHER ORGANIZATION CREATES ACQUIRES BECOME RESULT OF SUCH ACQUISITION CREATION BECOMES OR SUBSIDIARY ANOTHER WHICH ORGANIZATION
I
AS
II
ACQUIREANY ORGANIZATION ACQUIRES BY
WITH RESPECTTO THE
MERGER INTO
OR
CONSOLIDATION
WITH THE
COMPANY
OR
III
PART FIDUCIARY LIABILITY COVERAGE AND CONDITIONS CONDITION THI OF THIS
IF
CREATE CREATES PURCHASED
PLAN
AND ITS LNSUREDS SHALL LNSURED
THEN SUBJECTO ALL TERMS T TERM
BE COVERED UNDER THIS THI
PLAN POLICY SUCH ORGANIZATION
ACT ACTS UNDER POLICY BUT ONLY WITH RESPECT TO COVERED WRONGFUL LIABILITY LOS PART TAKINGPLACE OR COVERED LOSS UNDER THE COMMERCIAL CRIME OR BOND COVERAGE PART IF COVERAGE CREATION OR PURCHASED SUSTAINED AFTER SUCH ACQUISITION ACT ACTS TAKINGPLACE OR COVERAGE BY ENDORSEMENT FOR WRONGFUL
OR
UNLES UNLESS
THE
INSURER
LOS LOSS SUSTAINED
TO PRIOR
AGREE AGREES TO PROVIDE SUCH ACQUISITION
CREATION
MPGTOO1
499
PAGE
OF 10
QWEST00068
Case 1:04-cv-00725-RPM
IF
Document 41-4
Filed 07/01/2005
Page 9 of 25
ACQUIRED ORGANIZATION REFLECTED IN THE ORGANIZATIONS AS ORGANIZATION THEN MOST RECENT OF THE OF THE TOTAL ASSETS ASSET CONSOLIDATED FINANCIAL STATEMENTS STATEMENT EXCEED EXCEEDS TWENTYFIVE PERCENT 25 THEN MOST RECENT CONSOLIDATED FINANCIAL PARENT COMPANY AS REFLECTED IN THE PARENT COMPANYS COMPANY THE PARENT COMPANY AS CONDITION PRECEDENT TO COVERAGE WITH RESPECT TO SUCH STATEMENT STATEMENTS THE INSURER AS SOON AS OR CREATION TO LNSURED LNSUREDS SHALL GIVE WRITTEN NOTICE OF SUCH ACQUISITION THE INSURER AND BY PRACTICABLE SHALL PAY ANY REASONABLE ADDITIONAL PREMIUM REQUIRED
THE TOTAL ASSETS ASSET OF SUCH B OF ACQUISITION PARENT COMPANY
EVENT EVENTS THE POLICY PERIOD ANY OF THE FOLLOWING IF DURING
OCCUR OCCURS
I
ALL OF ASSET ACQUISITION THE PARENT COMPANY OR OF ALL OR SUBSTANTIALLY OF ITS ASSETS BY ANOTHER ENTITY OR THE MERGER OR CONSOLIDATION OF THE PARENT COMPANY INTO OR WITH ANOTHER ENTITYSUCH THAT THE PARENT COMPANY IS NOT THE SURVIVING ENTITY OR THE THE
II
OBTAININGBY
ANY
PERSON
ENTITYOR
ELECT APPOINTOR DESIGNATE LEAST FIFTY AT PERCENT 50
TO AFFILIATED GROUP OF PERSONS OR ENTITIES OF THE RIGHT ENTITIE PERSON OF THE DIRECTORS OF THE PARENT COMPANY DIRECTOR
THI THEN COVERAGE UNDER THIS POLICYWILL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATION OF THIS THI PART BUT ONLY WITH RESPECT TO CLAIMS FOR COVERED WRONGFULCTS UNDER CLAIM ACT A LIABILITYCOVERAGE
OR PLACE
POLICY TAKING
CRIME OR BOND COVERAGE PART IF PURCHASEDSUSTAINED WITH UNDER THIS POLICY THI WILL CEASE AS OF THE EFFECTIVE DATE OF SUCH EVENT COVERAGE LOS CLAIM ACT A PART TAKINGPLACEAND LOSS UNDER TO CLAIMS FOR WRONGFULCTS UNDER LIABILITY COVERAGE RESPECT THE COMMERCIAL CRIME OR BOND COVERAGE PART IF PURCHASEDSUSTAINED AFTER SUCH EVENT COVERED LOSS UNDER THE COMMERCIAL LOS BEFORE SUCH EVENT SHALL HAVE THE RIGHT UPON PAYMENT OF THE ADDITIONAL PREMIUM FOR OF THE COVERAGE DESCRIBED IN THE PRECEDING PARAGRAPH EITHER BELOW PERIOD FOLLOWING THE TERMINATION OF THE POLICYPERIOD BUT THE OR YEAR DISCOVERY YEAR YEAR IN ITS SOLE DISCRETION AND SUBJECT TO ANY ADDITIONAL TERMS CONDITION CONDITIONS AND PREMIUMS INSURER MAY TERM PREMIUM PERIOD THI TO ANY OTHER DISCOVERY THE INSURER AGREE BY WRITTEN ENDORSEMENT TO THIS POLICY REQUIREDY B
IF
SUCH EVENT
OCCUR OCCURS
INSURED THE INSUREDS EXTENSION
DESCRIBED
TO AN
REQUESTEDY B
RESPECTTO
UNLES UNLESS WRITTEN
THE
WHICH
THI THIS EXTENSION OF COVERAGE SHALL APPLYTO THOSE COVERAGE PART PARTS WITH LNSURED LNSUREDS ELECT THE COVERAGE EXTENSION THI THIS RIGHTOF EXTENSION SHALL LAPSE WITH PAYMENT OF THE ADDITIONAL PREMIUM DUE IS NOTICE OF SUCH ELECTION TOGETHER INSUREDS THE
GIVENBY
EVENT
THE LNSUREDS TO THE INSURER WITHIN LNSURED
45 FORTYFIVE
THE DAY DAYS FOLLOWING
EFFECTIVE DATE OF SUCH
UPON REQUEST FROM
AMOUNT
ANY
INSURED THE INSURER SHALL NOTIFYSUCH
OF COVERAGE
INSURED
OF THE
ADDITIONAL
PREMIUM
FOR THIS EXTENSION THI
THE
INSURED INSUREDS SHALL NOT BE ENTITLED TO ELECT THIS EXTENSION THI OF THESE GENERAL CONDITIONS CONDITION
OF COVERAGE
IF
PERIOD DISCOVERY
IS ELECTED
PURSUANTTO SUBSECTION
C
AND LIMITATIONS
CESSATION OF SUBSIDIARIES SUBSIDIARIE
CEASE CEASES TO BE SUBSIDIARY COVERAGE WITH DURINGTHE POLICY PERIOD AN ORGANIZATION AND ITS INSUREDS SHALL CONTINUE UNTIL TERMINATION OF THIS POLICY SUCH INSURED THI RESPECTTO SUCH SUBSIDIARY SHALL APPLYONLY WITH RESPECT TO CLAIMS FOR COVERED WRONGFULCTS UNDER CLAIM ACT A COVERAGE CONTINUATION AND COVERED LOSS UNDER THE COMMERCIAL LOS CRIME OR BOND LIABILITYCOVERAGEPART TAKING PLACE CEASED TO BE COVERAGEPART IF PURCHASED SUSTAINED PRIORTO THE DATE SUCH ORGANIZATION SUBSIDIARY IF
BEFORE
OR
MPGTOO1
499
PAGE
OF 10
QWEST00069
Case 1:04-cv-00725-RPM
D TERMINATION OF PLAN
Document 41-4
Filed 07/01/2005
Page 10 of 25
THE POLICY PERIOD PLAN IS TERMINATED COVERAGE WITH RESPECT TO SUCH PLAN AND ITS DURING PART IF PURCHASED FIDUCIARY SHALL CONTINUE UNTIL TERMINATION OF LIABILITY COVERAGE THI THIS POLICY SUCH COVERAGE CONTINUATION SHALL APPLYWITH RESPECT TO CLAIMS FOR WRONGFUL CLAIM ACT ACTS TAKING TO PLACEPRIOR OR AFTER THE DATE THE PLAN WAS TERMINATED
IF
BEFORE
OR
INSURED INSUREDS UNDER THE
11
REPRESENTATION REPRESENTATIONS
AND
SEVERABILITY
THAT THE STATEMENTS STATEMENT CONTAINED IN THE APPLICATION AND ANY ACKNOWLEDGE TO BE SUBMITTED THEREWITH ALL OF WHICH SHALL BE MAINTAINED FILE BY THE REQUIRED ON INSURER AND BE DEEMED ATTACHED TO AND INCORPORATED THIS POLICY IF PHYSICALLYTTACHED INTO THI AS A ARE TRUE AND THE BASIS OF THIS POLICY BASI THI ARE AND ARE TO BE CONSIDERED AS INCORPORATED INTO AND CONSTITUTING PART OF THIS POLICY AND II THI SHALL BE DEEMED MATERIAL TO THE ACCEPTANCE OF THIS RISK OR THE HAZARD ASSUMED BY THI THE INSURER UNDER THIS POLICY THIS POLICY ISSUED IN RELIANCE UPON THE TRUTH OF SUCH REPRESENTATIONS THI THI IS THE LNSURED LNSUREDS REPRESENTAND
OR
MATERIAL MATERIALS SUBMITTED
IN
THE
EVENT
CONTAIN CONTAINS ANY
A
THE APPLICATION INCLUDINGMATERIALS MATERIAL MISREPRESENTATION OMISSION OR
SUBMITTED
OR
TO REQUIRED
BE
SUBMITTED
THEREWITH
MADE
WITH THE INTENT TO DECEIVE AFFECT AFFECTS MATERIALLY POLICY
OR
B
WHICH
EITHER THE
ACCEPTANCE OF THE RISK
OR
THE
HAZARD
ASSUMED
BY
THE
INSURER
UNDER THIS THI
AS TO ANY COMPANY AND ANY PLAN IF ANY EXECUTIVE OFFICER KNEW THE DISCLOSED IN THE APPLICATIONS PERSON TRUTHFULLY APPLICATION AND II ANY INSURED PERSONS WHO KNEW THE FACT FACTS THAT WERE NOT TRUTHFULLY DISCLOSED IN THE APPLICATION WHETHER OR NOT SUCH EXECUTIVE OFFICER OR INSURED PERSON KNEW THE APPLICATION CONTAINED SUCH MISREPRESENTATION OMISSION SUCH KNOWLEDGE OR SHALL NOT BE IMPUTED TO ANY OTHER INSURED PERSONS
THI THIS
POLICYSHALL BE
WERE
VOID AB INITIO
FACT FACTS THAT
NOT
12
TERMINATION
OF POLICY TIME TIMES FOLLOWING WRITTEN NOTICE BY THE PARENT COMPANY TO THE PRIOR AFTER THE EFFECTIVE BY THE PARENT COMPANY AND LIMITATIONS LIMITATION
OR
THI THIS
POLICYSHALL TERMINATE
AT THE EARLIEST OF THE
A
THE EFFECTIVE DATE OF TERMINATION THI THIS POLICYMAY INSURER PROVIDED DATE OF THE
AN
SPECIFIEDIN
NOT
BE TERMINATED
EVENT
DESCRIBED
IS
IN SUBSECTION
ONE
10B
OF THESE GENERAL CONDITIONS CONDITION
II
IF
PERIOD POLICY
THAN LONGER
YEAR
SET FORTH IN ITEM
B
UPON
O PERIOD EXPIRATIONF THE POLICY
AS
2A
OF THE DECLARATIONS DECLARATION OF TERMINATION WITHIN FROM THE
C
TWENTY 20
INSURER FOR FAILURE TO PAY
DAY DAYS AFTER RECEIPT THE PARENT COMPANY OF WRITTEN NOTICE BY UNLES PREMIUM WHEN DUE UNLESS THE PREMIUM IS PAID
SUCH TWENTY 20
DAY DAYS PERIODOR
D
AT SUCH OTHER TIME
AS
MAY
BE
AGREED UPON BY THE
INSURER AND THE PARENT
COMPANY
THE
ABOVE
RATA
INSURER MAY NOT TERMINATE THIS POLICYPRIOR EXPIRATION THE THI TO OF FOR NONPAYMENT OF PREMIUM THE INSURER SHALL REFUND THE
PAYMENT OR
THE EFFECTIVENESS EFFECTIVENES
TENDER OF ANY UNEARNED PREMIUMBY THE INSURER OF SUCH TERMINATION BUT SUCH PAYMENT SHALL BE MADE
POLICYPERIOD EXCEPT AS PROVIDED UNEARNED PREMIUM COMPUTEDPRO SHALL NOT BE CONDITION PRECEDENT TO
AS SOON AS
PRACTICABLE
MPGTOO1
499
PAGE
OF 10
QWEST00070
Case 1:04-cv-00725-RPM
13 TERRITORY AND VALUATION
Document 41-4
Filed 07/01/2005
Page 11 of 25
ALL
PREMIUM LIMIT RETENTION LOS PREMIUMS LIMITS RETENTIONS LOSS
AND OTHER AMOUNTS AMOUNT
UNDER THIS THI
AND PAYABLE IN POLICYARE EXPRESSED
THE CURRENCY OF THE UNITED STATES OF AMERICA STATE IF JUDGMENT IS RENDERED SETTLEMENT IS DENOMINATED OR ANOTHER ELEMENT OF LOSS UNDER ANY LIABILITY LOS PART IS STATED IN STATE COVERAGE CURRENCY OTHER THAN UNITED STATES OF AMERICA
AS EXCHANGE AGREED UPON
DOLLAR DOLLARS PAYMENT UNDER THIS POLICYSHALL BE MADE THI
OF 1201
OR
IN
UNITED
STATE STATES
DOLLAR DOLLARS AT THE RATE OF OF THE SETTLEMENT IS
AM
ON
THE DATE THE FINAL
THE OTHER ELEMENT OF LOSS IS LOS SHALL POLICY
IS JUDGMENT REACHED DUE RESPECTIVELY
THE AMOUNT
UNDER COVERAGE IN ANYWHERE THE 14 SUBROGATION
THI THIS
EXTEND TO
ACT ACTS TAKINGPLACE WRONGFUL OR
CLAIM CLAIMS
MADE
OR
LOS LOSS SUSTAINED
WORLD
POLICY THE INSURER SHALL BE SUBROGATED THE EXTENT OF SUCH TO WITHOUT LIMITATION THE INSURED PERSONS RIGHTS INCLUDING PERSON RECOVERY RIGHTTO INDEMNIFICATION OR ADVANCEMENT FROM THE COMPANY THE INSUREDS SHALL EXECUTE INSURED ALL PAPERS REQUIRED AND PAPER SHALL DO EVERYTHING TO SECURE AND PRESERVE SUCH RIGHTS INCLUDING THE EXECUTION OF SUCH NECESSARY RIGHT DOCUMENTS DOCUMENT TO NECESSARY TO ENABLE THE INSURER EFFECTIVELY BRING SUIT OR OTHERWISE PURSUE SUBROGATION OF THE INSUREDS RIGHT IN RIGHTS THE NAME
OF ANY PAYMENT UNDER THIS THI
IN THE EVENT
PAYMENT
TO ALL THE INSUREDS INSURED
RIGHT OF RIGHTS
15
ACTION
AGAINST
THE
INSURER
THERETO THERE SHALL HAVE BEEN FULL PRECEDENT POLICY SHALL HAVE ANY RIGHT UNDER THIS THI PERSON OR ORGANIZATION TO INSURED INSUREDS TO DETERMINE THE INSUREDS LIABILITY POLICY JOINTHE INSURER AS INSURED NOR PARTY TO ANY ACTION AGAINST SHALL THE INSURER BE IMPLEADEDBY THE INSUREDS OR THEIR LEGAL EPRESENTATIVESANKRUPTCY INSOLVENCY INSURED OR OF R B AN INSURED OR OF THE ESTATE OF ANY INSURED PERSON SHALL NOT RELIEVE THE INSURER OF ITS OBLIGATIONS OBLIGATIONNOR THE INSURER OF ITS RIGHTS DEFENSES UNDER THIS POLICY THI DEPRIVE RIGHT OR DEFENSE
AS
NO ACTION SHALL LIE WITH COMPLIANCE
THE AGAINST
INSURER UNLESS UNLES OF THIS THI
CONDITION
ALL THE TERMS TERM
NO
16
AUTHORIZATION
CLAUSE
THI BY ACCEPTANCE OF THIS POLICYTHE PARENT COMPANY AGREES TO ACT ON BEHALF OF THE INSUREDS WITH RESPECTTO INSURED AGREE AND RECEIVING OF NOTICE OF CLAIM OR LOSS OR TERMINATION THE PAYMENT OF PREMIUMS AND THE LOS GIVING PREMIUM THI RECEIVINGOF ANY RETURN PREMIUMS THAT MAY BECOME DUE UNDER THIS POLICY THE AGREEMENT TO AND PREMIUM OF ACCEPTANCE OF ENDORSEMENTS AND THE GIVING OR RECEIVING ANY NOTICE PROVIDED ENDORSEMENT FOR IN THIS POLICYEXCEPT THI THE GIVINGOF NOTICE TO APPLYFOR THE DISCOVERY AND THE LNSUREDS AGREE THAT THE PARENT COMPANY PERIOD LNSURED THE SHALL ACT
ON
THEIR BEHALF
17
ALTERATION
NO
ASSIGNMENT
AND
HEADING HEADINGS
MADE
CHANGE MODIFICATION OF OR ASSIGNMENT INTEREST UNDER THIS POLICY IN OF THI SHALL BE EFFECTIVE EXCEPT WHEN WRITTEN ENDORSEMENT TO THIS POLICYWHICH IS SIGNEDBY AN THI AUTHORIZED REPRESENTATIVE THE BY OF
INSURER
THE
VARIOU HEADING TO HEADINGS THE VARIOUS PARTS SECTIONS SUBSECTIONS AND ENDORSEMENTS OF THE POLICY PART SECTION SUBSECTION ENDORSEMENT ARE FOR EASE OF REFERENCE AND DO NOT IN ANY WAY LIMIT EXPAND OR OTHERWISE AFFECT THE SOLELY PROVISIONOF PROVISIONS SUCH PARTS SECTIONS SUBSECTIONS OR ENDORSEMENTS PART SECTION SUBSECTION TITLE TITLES AND INCLUDED
MPGTOO1
499
PAGE
OF 10
QWEST0007
Case 1:04-cv-00725-RPM
18 ARBITRATION
Document 41-4
Filed 07/01/2005
Page 12 of 25
ONLY IF REQUESTEDY THE INSUREDS THE INSURER SHALL SUBMIT ANY DISPUTE CONTROVERSY CLAIM ARISING B INSURED OR OUT TO THI THEREOF TO FINAL AND BINDING ARBITRATION OR RELATING THIS POLICY OR THE BREACH TERMINATION OR INVALIDITY RULE PROCEDURE PURSUANT TO SUCH RULES AND PROCEDURESAS THE PARTIES PARTIE MAY AGREE IF THE PARTIES CANNOT SO AGREE THE PARTIE ARBITRATION SHALL BE ADMINISTERED THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS THEN BY COMMERCIAL ARBITRATION RULES THE ARBITRATION PANELSHALL CONSIST OF ONE ARBITRATOR SELECTED BY PREVAILING THE INSUREDS ONE INSURED ARBITRATOR SELECTED BY THE INSURER AND THIRD INDEPENDENT ARBITRATOR SELECTED BY THE FIRST TWO ARBITRATORS IN ANY SUCH ARBITRATION EACH PARTY WILL BEAR ITS OWN FEE FEES AND EXPENSES LEGAL
OF
MPGTOO1
499
PAGE 10
OF 10
QWEST00072
Case 1:04-cv-00725-RPM
WESTCHESTER FIRE INSURANCE COMPANY
Document 41-4
Filed 07/01/2005
Page 13 of 25
DIRECTOR OFFICER DIRECTORS OFFICERS AND
ACE USA
SECURITIE COMPANYSECURITIES LIABILITY P COVERAGEART
DECLARATION DECLARATIONS
NO POLICY ITEM 1
DON
648451
PURCHASED COVERAGE A B C DIRECTOR DIRECTORS AND OFFICERS OFFICER DIRECTOR DIRECTORS AND OFFICERS OFFICER SECURITIE COMPANY SECURITIES
INDIVIDUAL LIABILITY REIMBURSEMENT LIABILITY LIABILITY
EJ YES
NO
LJ YES
YES JJJ
EJ NO
EL NO
ITEM
2
RETENTION FOR INDEMNIFIED A EACH SECURITIES CLAIM SECURITIE EACH CLAIM AND
LOSS UNDER CLAUSE CLAUSES INSURING AND CLAUSE CLAUSES INSURING 50000
B
OTHER THAN
SECURITIE SECURITIES CLAIM UNDER
100000
ITEM
3
PRIOR
D LITIGATIONATE CLAUSE CLAUSES INSURING INSURANCE CLAUSE AND 2281998 2281998
ITEM
4
ENDORSEMENT ENDORSEMENTS
TO THIS THI
PART COVERAGE
EFFECTIVE AT
INCEPTION
SUBSIDIARY ALLOCATION SPECIFIC COVERAGE EXTENSION
NEW
ENDORSEMENT EPL
NPLOYEE
COVERAGE
DATE
AUTHORIZED
MPDO 002 499
REPRESENTATIVE
QWEST00073
Case 1:04-cv-00725-RPM
WESTCHESTER
Document 41-4
Filed 07/01/2005
Page 14 of 25
FIRE INSURANCE COMPANY
DIRECTOR OFFICER DIRECTORSOFFICERS AND
SECURITIE COMPANY SECURITIES LIABILITY
ACE
USA
I
INSURING
CLAUSE CLAUSES
A
DIRECTOR DIRECTORS AND OFFICERS LIABILITY INDIVIDUAL OFFICER CLAUSE INSURING IS
COVERAGE ARE ARES NOT INDEMNIFIED BY THE COMPANY AND WHICH THE INSURED PERSONS BECOME LEGALLY PERSON OBLIGATED PAY BY TO REASON OF ANY CLAIM FIRST MADE PERSON AGAINST THE INSURED PERSONS DURING THE POLICY PERIOD OR ANY PERIOD FOR ANY WRONGFUL APPLICABLE DISCOVERY ACT ACTS TAKINGPLACE TO PRIOR THE END OF THE POLICY PERIOD
COVERAGE
ON
IF
GRANTED PURSUANTTO
ITEM
OF THE DECLARATIONS DECLARATION
FOR THIS THI
PART THE INSURER SHALL PAY
BEHALF OF THE INSURED PERSONS LOSS FOR WHICH PERSON LOS
THE INSURED PERSONS PERSON
B
DIRECTOR DIRECTORS AND OFFICERS LIABILITY REIMBURSEMENT OFFICER
IF
CLAUSE INSURING
INSURER
PART THE
INDEMNIFICATION
OF THE DECLARATIONS FOR THIS COVERAGE DECLARATION THI COVERAGE IS GRANTED PURSUANTTO ITEM SHALL PAY ON BEHALF OF THE COMPANY LOSS FOR WHICH LOS THE COMPANY GRANTS GRANT TO THE INSURED PERSONS AS PERMITTED PERSON OR REQUIRED LAW AND WHICH THE INSURED BY FIRST MADE FOR ANY THE INSURED AGAINST ACT ACTS TAKING WRONGFUL
PERSON PERSONS HAVE BECOME PERSON PERSONS
LEGALLY OBLIGATED PAY BY REASON OF ANY CLAIM TO THE POLICYPERIOD OR ANY APPLICABLE DURING PERIOD DISCOVERY TO PERIOD PLACEPRIOR THE END OF THE POLICY
C
COMPANY SECURITIES LIABILITY SECURITIE
COVERAGE BECOME COMPANY BECOMES LEGALLY TO SECURITIE OBLIGATED PAY BY REASON OF ANY SECURITIES CLAIM FIRST MADE AGAINST THE COMPANY DURING THE POLICY PERIOD OR ANY APPLICABLE ISCOVERY PERIOD FOR ANY WRONGFUL ACT ACTS TAKINGPLACEPRIOR THE END OF THE D TO POLICYPERIOD
COVERAGE
IF
CLAUSE INSURING
IS
PART THE INSURER SHALL PAY
ON
BEHALF OF THE
GRANTED PURSUANT TO ITEM LOS COMPANY LOSS
OF THE DECLARATIONS FOR THIS DECLARATION THI WHICH THE
II
OUTSIDE
POSITION
LIABILITY
CLAUSE CLAUSES AND INCLUDE COVERAGE FOR ANY INSURED INSURING SUCH COVERAGE SHALL BE SPECIFICALLY ANY OF ANY EXCES EXCESS INDEMNITY AND INSURANCE AVAILABLE FROM OR PROVIDED THE OUTSIDE ENTITYIN WHICH THE INSURED PERSON BY SERVE SERVES IN THE OUTSIDE POSITION PAYMENTBY THE INSURER OR ANY OTHER DIRECT OR INDIRECT SUBSIDIARY ACE OF LTD UNDER ANOTHER POLICYAS RESULT OF CLAIM AGAINST INSURED PERSON IN AN OUTSIDE POSITION SHALL AN REDUCE BY THE AMOUNT OF SUCH PAYMENT THE INSURERS LIMIT OF LIABILITY INSURER UNDER THIS POLICY THI WITH RESPECT TO PERSON WHILE
TO SUBJECT
THEIR OTHER TERMS TERM
AND CONDITIONS CONDITION OUTSIDE
SERVINGIN
AN
POSITION
SUCH CLAIM
ILL
DEFINITION DEFINITIONS
FOR PURPOSES PURPOSE CLAIM
OF COVERAGE UNDER THIS THI
PART COVERAGE
MEAN MEANS
1
WRITTEN DEMAND CIVIL
AGAINST ANY
INSURED FOR MONETARY DAMAGESOR OTHER RELIEF DAMAGE INSURED COMMENCED
2
PROCEEDING AGAINSTANY PLEADING
AN
BY
THE SERVICE
OF
OR COMPLAINT
SIMILAR
3
ARBITRATION
PROCEEDINGGAINST A ANY INSURED
MPD0001
499
PAGE
OF
QWEST00074
Case 1:04-cv-00725-RPM
4 CRIMINAL
Document 41-4
Filed 07/01/2005
BY
Page 15 of 25
RETURN
PROCEEDINGGAINST A ANY
ADMINISTRATIVE
OR
INSURED PERSON COMMENCED
OF
AN
INDICTMENT
5
FORMAL INSURED
PERSON COMMENCED
OR
OR REGULATORY ADJUDICATORY INVESTIGATIVE PROCEEDING AGAINSTANY OF NOTICE OF CHARGE FORMAL INVESTIGATIVERDER OR BY THE FILING O
SIMILAR DOCUMENT 6
FORMAL CIVIL CRIMINAL ADMINISTRATIVE COMMENCED
OR
REGULATORY INVESTIGATION AGAINSTAN
INSURED
PERSON
OR
THE SERVICE UPON OR OTHER RECEIPT Y THE INSURED PERSON OF B SUBPOENA FROM THE INVESTIGATING THE INSURED PERSON AUTHORITY IDENTIFYING
BY
WRITTEN NOTICE
AS AN
INDIVIDUAL
AGAINSTWHOM
FORMAL
PROCEEDINGAY M
BE COMMENCED
THEREFROM INCLUDING ANY APPEAL
LNSURED LNSUREDS EITHER IN THE SINGULAR PLURAL OR MEAN MEANS
1 THE INSURED PERSONS AND PERSON WITH RESPECTTO INSURING CLAUSE CLAUSES SOLELY
OR MEAN MEANS SINGULAR PLURAL
2
AND
THE
COMPANY
INSURED PERSONS EITHER IN THE PERSON 1
ANY
ONE
OR
MORE
DIRECTOR TRUSTEE DIRECTORS TRUSTEES
OUTSIDE THE UNITED 2
NOW SHALL BECOME ARE OR DULY ELECTED OR APPOINTED COMPANY OR WITH RESPECTTO COMPANY INCORPORATED STATES STATE THEIR FUNCTIONAL EQUIVALENT
PERSON PERSONS
OR
WHO
WERE
OFFICER OFFICERS OF THE
WITH RESPECTTO INSURING CLAUSE SOLELY OTHER NATURAL PERSONS NOT DESCRIBED ANY ONE OR MORE PERSON IN SUBPARAGRAPH ABOVE WHO WERE NOW ARE OR SHALL BECOME FULL OR PARTTIMEEMPLOYEES EMPLOYEE OF THE COMPANY PROVIDED SUCH OTHER EMPLOYEES SHALL NOT BE CONSIDERED INSURED PERSONS FOR PERSON EMPLOYEE OF EXCLUSION A8 IN SUBSECTION IV OF THIS COVERAGE THI AND PURPOSE PURPOSES PART WITH RESPECT TO INSURING CLAUSE CLAUSES SOLELY SUBPARAGRAPH ABOVE WHO WERE NOW THE AMOUNT WHICH AND
ARE OR
3
ANY
ONE
OR
SHALL BECOME
NATURAL PERSONS DESCRIBED IN PERSON IN SERVING AN OUTSIDE POSITION
MORE
THE INSUREDS BECOME LEGALLY BLIGATED PAY ON ACCOUNT INSURED TO OF EACH CLAIM O POLICYPERIOD AND THE DISCOVERY PERIOD IF EXERCISED MADE AGAINSTTHEM FOR ACT ACTS FOR WHICH COVERAGE APPLIES INCLUDINGBUT NOT LIMITED TO DAMAGES JUDGMENTSANY AWARD WRONGFUL APPLIE DAMAGE JUDGMENT OF PREJUDGMENT AND POSTJUDGMENT SETTLEMENT INTEREST SETTLEMENTS AND DEFENSE COSTS LOS LOSS DOES NOT INCLUDE DOE FOR WHICH THE INSUREDS ARE ABSOLVED FROM PAYMENT INSURED ANY AMOUNT FINE FINES OR PENALTIES TAXE TAXES PENALTIE IMPOSEDBY LAW OR MATTER MATTERS UNINSURABLE UNDER THE LAW PURSUANTTO WHICH THIS POLICY CONSTRUED THI IS THI THIS DEFINITION DOE DOES NOT EXCLUDE PUNITIVE EXEMPLARY OR TO THE EXTENT SUCH DAMAGES ARE INSURABLE MULTIPLE DAMAGE DAMAGES DAMAGE UNDER THE INTERNAL LAWS OF ANY JURISDICTIONHICH HAS LAW W SUBSTANTIAL RELATIONSHIP THE INSUREDS THE TO INSURED THI INSURER THIS POLICY SUCH CLAIM OR
MEAN MEANS
LOS LOSS
AND FOR ALL CLAIMS CLAIM
IN THE
NONPROFIT INCLUDED
MEAN ENTITYMEANS
ANY
IN THE
DEFINITION 501
OF
NONPROFIT CORPORATIONOMMUNITYCHEST FUND OR C COMPANY AND II EXEMPT FROM FEDERAL INCOME
OF THE INTERNAL REVENUE CODE OF 1986
AS
FOUNDATION
TAX
AS AN
THAT IS
NOT
ORGANIZATION
DESCRIBED IN SECTION
C3
AMENDED
OUTSIDE
MEAN MEANS ENTITY
1
ANY NONPROFIT ANY OTHER
ENTITY OR
SUCH COVERAGE IS
2
ENTITY IF
SPECIFICALLY GRANTEDBY
ENDORSEMENT
TO THIS THI
POLICY
MPD0001
499
PAGE
OF
QWEST00075
Case 1:04-cv-00725-RPM
OUTSIDE POSITION
MEAN MEANS
Document 41-4
Filed 07/01/2005
Page 16 of 25
POSITION HELD
ENTITYIF
TRUSTEE OR OTHER EQUIVALENT EXECUTIVE ANY DULYELECTED OR APPOINTED DIRECTORTRUSTEE OR OFFICER OF THE COMPANY IN AN OUTSIDE SERVICE IN SUCH POSITION IS WITH THE KNOWLEDGEND CONSENT A OF AT THE DIRECTION OR REQUESTOF OR
THE POSITION OF DIRECTOR OFFICER MANAGER
BY
DUTIE PART OF THE DUTIES REGULARLY TO ASSIGNED THE INSURED PERSON BY THE COMPANY SECURITIE SECURITIES
MEAN MEANS
1
OR STOCK OR RIGHTS WARRANTS PREFERRED OR RIGHT WARRANT OPTION OPTIONSIN SUCH STOCK REPRESENTING AN INTEREST IN THE COMPANY OR OWNERSHIP T OF RIGHTO ACQUIRE DISPOSE SUCH INTEREST OR OR COMMON
2
NOTE NOTES
BOND BONDS
OR
DEBENTURE DEBENTURES
REPRESENTING DEBT
OWED
BY
OR
THE
COMPANY
TO THE
EXTENT
SUCH
INSTRUMENT INSTRUMENTS WOULD BE DEEMED SECURITIE SECURITIES CLAIM
SECURITIE SECURITIES UNDER THE FEDERAL
STATE
LAW LAWS OF THE UNITED STATES
MEAN MEANS
ANY CLAIM
WHICH
IN WHOLE
OR
IN PART IS
1
BROUGHTY B
BASED UPON
ONE
OR
MORE
SECURITIE HOLDER SECURITIES HOLDERS OF THE COMPANY IN THEIR CAPACITY SUCH AS
OF
OR
OR
2
ARISINGOUT
THE
ATTRIBUTABLE TO THE THE
SECURITIE SELL ANY SECURITIES TRANSACTION WITH SUCH CLAIM
ISSUED
BY
COMPANY
OCCUR OCCURS
COMPANY OR
BROUGHT THE BY
OF
SECURITIE SECURITIES AND
PURCHASE SALE OF OR OFFER TO PURCHASE OR OR SUCH PURCHASESALE OR OFFER INVOLVES INVOLVE IN THE OPEN MARKET INCLUDINGWITHOUT LIMITATION ANY COMMISSION OR ANY OTHER CLAIMANT EXCHANGE
WHETHER SHALL NOT INCLUDE ANY CRIMINAL
SECURITIE SECURITIES
CLAIM
FOR PURPOSES PURPOSE
INSURINGCLAUSE
PROCEEDINGANY
ADMINISTRATIVE REGULATORY INVESTIGATIVE OR PROCEEDING ANY INVESTIGATION OR
A WRONGFULCT 1
MEAN MEANS
ANY ERROR MISSTATEMENT MISLEADING STATEMENT ACT OMISSION NEGLECT OR BREACH OF DUTY OR COMMITTED ACTUALLY ALLEGEDLY OR ATTEMPTED PERSON BY ANY OF THE INSURED PERSONS IN THEIR CAPACITY AS SUCH OR IN AN OUTSIDE POSITION OR WITH RESPECT INSURING TO CLAUSE BY THE COMPANY OR ANY
MATTER
2
CLAIMED IN
AN
AGAINSTTHE
POSITION
INSURED
PERSON PERSONS
SOLELY BY
REASON
OF THEIR
SERVINGIN
SUCH
OR CAPACITY
OUTSIDE
IV
EXCLUSION EXCLUSIONS
A
THE
INSURER SHALL NOT BE LIABLE FOR LOSS LOS
OUT OF OR ARISING OF SUBJECT ANY WRITTEN REPLACEMENT
ON
ACCOUNT
OF ANY CLAIM
MADE
AGAINST ANY
OR
INSURED
1
BASED
UPON
BEEN THE
OR
ATTRIBUTABLE TO ANY FACT CIRCUMSTANCE NOTICE GIVENUNDER ANY POLICY OF WHICH
SITUATION WHICH
IS POLICY
HAS
THI THIS
RENEWAL
2
BASED FILED
OUT OF OR ATTRIBUTABLEO ANY PRIOR T ARISING OR PENDINGLITIGATIONGAINST A ANY INSURED PRIOR LITIGATION DATE SET FORTH IN ITEM APPLICABLE OF THE DECLARATIONS FOR DECLARATION THI THIS COVERAGEPART OR THE SAME OR THE SUBSTANTIALLY SAME FACT CIRCUMSTANCE OR SITUATION UNDERLYING ALLEGED OR THEREIN
UPON
OR
ON
BEFORE THE
3
BODILY INJURY MENTAL ANGUISH EMOTIONAL DISTRESS SICKNESS DISEASE OR DEATH OF ANY PERSON DISTRES SICKNES DAMAGE TO OR DESTRUCTION OF ANY TANGIBLE LOS LOSS OF USE THEREOF BUT THIS PROPERTY INCLUDING THI EXCLUSION SHALL NOT APPLY WITH RESPECT TO ANY ACTUAL OR ALLEGED MENTAL ANGUISHOR EMOTIONAL DISTRES DISTRESS IN ANY EMPLOYMENTRELATED CLAIM
FOR
OR
FOR
4
BASED
UPON
ARISING OUT OF
OR
ATTRIBUTABLE TO
OR
THE ACTUAL
OR ALLEGED OR
THREATENED
ON
DISCHARGE
RELEASE ESCAPE PROPERTY WATER MONITOR CLEAN
SEEPAGE MIGRATION OR THE ATMOSPHERE OR
UP REMOVE
DISPOSALOF
POLLUTANT POLLUTANTS INTO
OR
ANY DIRECTION
CONTAIN TREAT DETOXIFY OR
PERSONAL INSURED REQUEST THAT THE INSUREDS TEST FOR NEUTRALIZE POLLUTANTS OR ANY VOLUNTARY POLLUTANT
OR
REAL
MPD0001
499
PAGE
OF
QWEST00076
Case 1:04-cv-00725-RPM
DECISION
TO DO SO
Document 41-4
Filed 07/01/2005
Page 17 of 25
ANY OTHER CLAIM
BEHALF OF THE
WITHOUT LIMITATION ANY SECURITIES CLAIM OR SECURITIE INCLUDING SECURITIE HOLDER COMPANY ITS SECURITIES HOLDERS OR CREDITORS BASED CREDITOR DESCRIBED CLAIM SECURITIE SECURITIES
BY
OR ON
ATTRIBUTABLE TO THE MATTERS MATTER
UPON ARISINGOUT OF OR IN THI EXCLUSION BUT THI EXCLUSION SHALT NOT APPLYWITH THIS THIS PERSON PERSONS FOR WHICH THE COMPANY DOES NOT DOE COMPANY IS NEITHER PERMITTED REQUIRED NOR TO FINANCIAL IMPAIRMENT THE COMPANY OF THE
RESPECT TO ANY
AGAINSTINSURED
OF THE
INDEMNIFYTHE
INSURED
PERSON PERSONS EITHER BECAUSE
OR
GRANTSUCH INDEMNIFICATION
5 FOR
BECAUSE
PERSON PERSONS BEFORE THE DATE SUCH
ACT A COMMITTED OR ATTEMPTED WRONGFULCTS ACTUALLY ALLEGEDLY OR BY BECAME AN INSURED SUBSIDIARY UPON ACTUAL
SUBSIDIARY OR
ITS INSURED
6
A ARISINGOUT OF OR ATTRIBUTABLE TO ANY WRONGFULCT COMMITTED BY SUCH INSURED OF N KNOWLEDGE ITS WRONGFULATURE OR WITH INTENT TO CAUSE FINAL AND DAMAGE IF NONAPPEALABLE OR ADVERSE TO SUCH INSURED ESTABLISHES THAT SUCH INSURED ESTABLISHE JUDGMENT ADJUDICATION COMMITTED SUCH THI WRONGFUL ACT BUT THIS EXCLUSION SHALL NOT APPLYTO LOSS INDEMNIFIED BY THE LOS COMPANY WITH BASED
BASED
7
UPON REMUNERATION EXCLUSION
ARISING OUT OF OR ATTRIBUTABLE TO SUCH INSURED FINANCIAL ADVANTAGE TO WHICH SUCH INSURED WAS SHALL NOT APPLYTO LOSS INDEMNIFIED LOS BY THE COMPANY
OR
GAINING IN FACT ANY PROFIT NOT LEGALLYNTITLED BUT THIS THI E
8
O BROUGHTR
MAINTAINED
BY
OR
ON
BEHALF OF THE
COMPANY OR
ANY INSURED
PERSON IN ANY
CAPACITY
EXCEPT
A OR
CLAIM THAT IS
MORE
DERIVATIVE ACTION WHO
ARE
BROUGHT OR
OR
MAINTAINED AND
PERSON PERSONS
NOT
INSURED PERSONS PERSON ACTIVE
WITHOUT
THE SOLICITATION ASSISTANCE
COMPANY BY ONE BRING AND MAINTAIN THE CLAIM OF PARTICIPATION THE COMPANY OR ANY INSURED
ON
BEHALF OF THE
WHO
PERSON
B
AN
EMPLOYMENTRELATED CLAIM
CLAIM
OR
C
CLAIM 9
BROUGHTR MAINTAINED BY ANY INSURED PERSON FOR CONTRIBUTION O RESULT R DIRECTLYESULTS FROM ANOTHER CLAIM COVERED UNDER THIS POLICY THI
PERSON IN OUTSIDE
TRUSTEE
AN
OR
INDEMNITY IF
THE
FOR
MAINTAINED
ON
A WRONGFULCT BY AN INSURED OR ON BEHALF OF THE BY
OR
OUTSIDE
POSITION
IF
SUCH
CLAIM
IS
BEHALF OF ANY DIRECTOR OFFICER CLAIM
OR MORE
IN ENTITY WHICH THE INSURED OF SUCH ENTITY EXCEPT MAINTAINED
PERSON
SERVE SERVES
OR BROUGHT OR BY OR
A
THAT IS
DERIVATIVE
ACTION
OR BROUGHT
ON
BEHALF OF SUCH OF SUCH
OR
DIRECTOR OFFICER TRUSTEE PERSONS WHO ARE NOT DIRECTORSOFFICERS OR TRUSTEES PERSON AND MAINTAIN THE CLAIM WITHOUT THE SOLICITATION ASSISTANCE
ACTIVE
ENTITY ONE BY AND WHO BRING ENTITY OF PARTICIPATION SUCH
ENTITY OR
B
AN
SUCH DIRECTORSOFFICERS DIRECTOR OFFICER
OR
TRUSTEE TRUSTEES
OR
SUCH
CLAIM BROUGHTR O EMPLOYMENTRELATED ENTITY
MAINTAINED
BY
DIRECTOR OFFICEROR
TRUSTEE
OF
10
A OR C WRONGFULCT ACTUALLY ALLEGEDLYOMMITTED OR ATTEMPTED BY INSURED PERSONS IN THEIR PERSON AS CAPACITY DIRECTOR OFFICER TRUSTEE OR EMPLOYEEOF ANY ORGANIZATION OTHER THAN AN OUTSIDE OR ENTITY THE COMPANY EVEN IF SERVICE IN SUCH CAPACITY WITH THE KNOWLEDGEND CONSENT OF IS A AT THE DIRECTION OR REQUESTOF OR PART OF THE DUTIES REGULARLY DUTIE TO ASSIGNED THE INSURED PERSON BY THE COMPANY FOR ACTUAL VIOLATION OF THE RESPONSIBILITIES ALLEGED RESPONSIBILITIE OR OBLIGATION DUTIE OBLIGATIONS DUTIES IMPOSED BY ERISA PENSION PROFIT SHARINGHEALTH AND WELFARE OR OTHER EMPLOYEE BENEFIT OR MAINTAINED FOR THE PURPOSE OF PROVIDING BENEFIT BENEFITS TO EMPLOYEES EMPLOYEE OF
FOR
11
AN
OR
FIDUCIARIE FIDUCIARIES OF ANY PLAN OR TRUST ESTABLISHED UPON THE
COMPANY
OR
MPD0001
499
PAGE
OF
QWEST00077
Case 1:04-cv-00725-RPM
12 BASED OF UPON
Document 41-4
Filed 07/01/2005
Page 18 of 25
OUT OF OR ATTRIBUTABLE TO THE ACTUAL OR PROPOSED ARISING PAYMENT BY THE COMPANY OF SECURITIE CONSIDERATION IN CONNECTION WITH THE COMPANYS PURCHASE SECURITIES INADEQUATE COMPANY ALLEGEDLY COST COSTS OR TO INSURING BUT THIS EXCLUSION SHALT NOT APPLY TO DEFENSE THI ISSUED BY ANY COMPANY
CLAUSE CLAUSES
OR
B
B
EXCLUSION SEVERABILITYOF EXCLUSIONS FOR THE PURPOSE OF 1 THE OF THE DETERMINING APPLICABILITY THI ANY EXCLUSION SET FORTH IN THIS SECTION IV
ACT WRONGFUL
OF ANY INSURED PERSON SHALL NOT BE OF ANY EXECUTIVE
IMPUTED TO
PERSON ANY OTHER INSURED PERSONS AND
THE
2
ACT ONLYTHE WRONGFUL CLAIM RETENTION
OFFICER SHALL BE
IMPUTED TO
COMPANY
V
SECURITIE SECURITIES
NOTWITHSTANDING ANY
1 THE
OTHER
IN PROVISION
THI THIS
TO POLICY
THE CONTRARYWITH RESPECTTO ANY SECURITIES CLAIM SECURITIE SHALL
PART RETENTION SET FORTH IN ITEM 2A OF THE DECLARATIONS FOR THIS COVERAGE DECLARATION THI APPLICABLE OR COST APPLYONLYTO DEFENSE COSTS NOT TO ANY SETTLEMENTJUDGMENT OTHER DAMAGE AND THE SECURITIE SECURITIES ANY
ON
2
IF
CLAIM
IS
WITHOUT
DEFENDANT
ACCOUNT
ON
INSURED INSUREDS OF SUCH
AND FINALLY RESOLVED WITH FULLY LIABLE BECOMING LEGALLY SECURITIE SECURITIES
RESPECT TO
TO
ALT DEFENDANT
INSURED INSUREDS
SETTLEMENT DEFENSE
CLAIM
NO
DAMAGE PAY ANY MONETARY DAMAGES OR RETENTION SHALL APPLY WITH RESPECTTO ANY
COST COSTS
ACCOUNT
SECURITIE OF SUCH SECURITIES CLAIM
VI
PAYMENT
PRIORITY LOS OF ANY COVERED LOSS WHICH LIMIT OF THENREMAINING OF
IS OTHERWISE
IF
THE AMOUNT
DUE AND
OWING BY THE
INSURER UNDER THIS THI
COVERAGE
PART EXCEEDS EXCEED
TO SUBJECT
THE
SUCH LIMIT
LIABILITY IN
THE
TO LIABILITY APPLICABLE FOLLOWING PRIORITY
SUCH LOSS THE INSURER SHALL PAY SUCH LOSS LOS LOS
1
CLAUSE LOS FIRST THE LNSURER SHALL PAY ANY SUCH LOSS COVERED UNDER INSURING
2
SECOND ONLY IF AND
THE LIMIT APPLICABLE CLAUSE INSURING
TO THE EXTENT
THE PAYMENT UNDER
SUBPARAGRAPH
ABOVE
DOE DOES NOT EXHAUST
OF
LIABILITY THE
LOS INSURER SHALL PAY ANY SUCH LOSS
COVERED UNDER ANY OTHER
OF TO THE INSURER SHALL UPON RECEIPT WRITTEN REQUEST FROM THE PARENT SUBJECT THE FOREGOINGARAGRAPH P CLAUSE LOS ANDOR COMPANY DELAYANY PAYMENT OF COVERED LOSS OTHERWISE DUE AND OWING UNDER INSURING INSURER W CLAUSE UNTIL SUCH TIME AS THE PARENT COMPANY DESIGNATESPROVIDED THE INSURERS LIABILITY ITH INSURING DESIGNATE TO ANY SUCH DELAYED LOS LOSS PAYMENT SHALL NOT BE INCREASED AND SHALL NOT INCLUDE ANY INTEREST ON RESPECT OF SUCH DELAY ACCOUNT
MPD0001
499
PAGE
OF
QWEST00078
Case 1:04-cv-00725-RPM
Document 41-4
Filed 07/01/2005
Page 19 of 25
THI THIS ENDORSEMENT EFFECTIVE FORM FORMS O NUMBER DON PART F POLICY ISSUED TO THE
JUNE 24 2001 648451 COMPANY
POLICY PLEASE
ENDORSEMENT NO
CORPORATION QUIZNO QUIZNOS WESTCHESTER FIRE INSURANCE BY
THI THIS ENDORSEMENT CHANGE CHANGES THE
READ
IT CAREFULLY
AMEND THAT LTEM AGREED FOLLOWING
IT
INSURER
ADDRES ADDRESS WITH REPLACED THE
IS
OF THE DECLARATIONS DECLARATION PAGE IS DELETED IN ITS ENTIRETY IS AND
ITEM 6
NOTICE TO INSURER A NOTICE OF CLAIM ACE USA ACT WRONGFUL
OR
LOS LOSS
PROFESSIONAL RISK ATTENTION CLAIMS UNIT CLAIM 140 BROADWAY 40TH FLOOR NEW YORK N Y 10005 B ALLOTHERNOTICES NOTICE
ACE
USA OFFICER UNDERWRITING
PROFESSIONALRISK ATTENTION CHIEF
140 NEW
BROADWAY YORK NY
10005
40TH FLOOR
ALL
OTHER
TERM TERMS
AND
CONDITION CONDITIONS
REMAIN
UNCHANGED
1HORIZEDEPRESENTATIV
QWEST00079
Case 1:04-cv-00725-RPM
Document 41-4
SIGNATURE SIGNATURES
Filed 07/01/2005
Page 20 of 25
INSURED
ENDORSEMENT
NUMBER
THE
QUIZNO QUIZNOS
CORPORATION
NUMBER POLICY
OLICYSYMBOL
DON
POLICYPERIOD
EFFECTIVE DATE OF ENDORSEMENT
648451 BY NAME
OF INSURANCE
6242001
INSURANCE
TO
6242002
6242001
ED
COMPANY
FIRE
INSERT THE
COMPANY
IS
NUMBER THE REMAINDER OF THE INFORMATION POLICY
TO BE
W THI COMPLETED ONLY HEN THIS ENDORSEMENT IS ISSUED SUBSEQUENTTHE PREPARATION TO OFTHE POLICY
THE THE
ONLY FIRST
SIGNATURE SIGNATURES APPLICABLE TO PAGE OF THE DECLARATIONS
THI THIS POLICY
ARE
THOSE
REPRESENTING
THE COMPANY
NAMED
ON
AND DELIVERING POLICY YOU THE TO BY SIGNING
WE
STATE THAT IT IS
VALID CONTRACT
1601
INDEMNITY INSURANCE COMPANY OF NORTH AMERICA CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA BANKER BANKERS STANDARD FIRE AND MARINE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA
1601
BANKER BANKERS STANDARD INSURANCE COMPANY 1601 CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA
ACE 1601 INDEMNITY
INSURANCE
COMPANY
CHESTNUTSTREETPO
ACE
BOX 41484
191011484 PHILADELPHIA ENNSYLVANIA P
COMPANY
AMERICAN
INSURANCE
1601
CHESTNUTSTREET PO
BOX 41484
PHILADELPHIA 1 PENNSYLVANIA91011484
1601
ACE PROPERTY AND CASUALTY INSURANCE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA 191011484 PENNSYLVANIA
1601
INSURANCE CHESTNUTSTREET PO
COMPANY
BOX
OF NORTH
AMERICA
41484 PHILADELPHIA 191 PENNSYLVANIA 011484
1601
PACIFIC EMPLOYER EMPLOYERS INSURANCE COMPANY CHESTNUTSTREETPO BOX 41484 PHILADELPHIA ENNSYLVANIA91011484 1 P
ACE FIRE UNDERWRITERS UNDERWRITER CHESTNUTSTREET PO BOX 41484
INSURANCE
COMPANY
1601
191011484 PHILADELPHIA PENNSYLVANIA
1133
WESTCHESTER FIRE INSURANCE COMPANY AVENUE OF THE AMERICAS 32ND FLOOR NEW YORK NY AMERICA
10036
DENNI DENNIS
B
REDING
PRESIDENT
GEORGE B
MULLIGAN SECRETARY
AT
TTHNRI7RIANCNT
CCLKLLC
0401
PTD IN USA
QWEST00080
Case 1:04-cv-00725-RPM
Document 41-4
Filed 07/01/2005
Page 21 of 25
COLORADO
NONRENEWAL
NAMED
INSURED THE
ENDORSEMENT NUMBER
QUIZNO QUIZNOS
CORPORATION
POLICYPERIOD 6242001
TO EFFECTIVE DATE OF ENDORSEMENT
POLICY SYMBOL POLICY NUMBER
DON ISSUED BY NAME WESTCHESTER
INSERTTHE
648451
OF
6242002
6242001
INSURANCE COMPANY
FIRE
INSURANCE
COMPANY
IS TO
POLICYNUMBER THE REMAINDER OF THE INFORMATION
BE
COMPLETED WHEN THIS ENDORSEMENT IS ISSUED SUBSEQUENT THE PREPARATION THE POLICY THI ONLY TO OF
THI THIS
ENDORSEMENT
CHANGE CHANGES
THE
POLICY
PLEASE
READ
IT CAREFULLY
A
THE
IS FOLLOWING
ADDED
AND
SUPERSEDEANY SUPERSEDES
OTHER
TO PROVISION
THE CONTRARY
NONRENEWAL
IT
WE
DECIDE
NOT
TO
RENEW
THI THIS
POLICY
WE
WILL MAIL
THROUGH FIRSTCLAS FIRSTCLASS
AT LEAST 45
MAIL TO THE
FIRST NAMED
INSURED
SHOWN
OR
IN THE DECLARATIONS WRITTEN NOTICE OF THE NONRENEWAL DECLARATION DATE ANNIVERSARY
IF IT IS
DAYS DAY BEFORE THE
YEAR
OR
ITS
WRITTEN POLICY
FOR
TERM
OF
MORE
THAN
ONE
WITH
NO
EXPIRATIONATE D FIXED EXPIRATION
DATE
IF
NOTICE IS MAILED
OF PROOF MAILINGWILL BE
IS ADDED
SUFFICIENT
OF PROOF
NOTICE
B
THE
CONDITION FOLLOWING IN PREMIUM
INCREASE
OR
DECREASE
IN
COVERAGE
WILL NOT INCREASE THE PREMIUM UNILATERALLY OR DECREASE THE COVERAGE BENEFITS ON BENEFIT RENEWAL OF THIS POLICY THI MAIL THROUGH WE FIRSTCLAS FIRSTCLASS MAIL WRITTEN NOTICE OF OUR INTENTION INCLUDING THE ACTUAL REASON TO THE FIRST NAMED INSURED INSUREDS LAST MAILINGADDRESS KNOWN TO US AT LEAST 45 DAYS BEFORE THE EFFECTIVE DATE ADDRES DAY UNLES UNLESS
WE
ANY
1 2 3
DECREASE IN COVERAGE
THE POLICY DURING TERM
MUST
BE BASED
ON
ONE
OR
MORE
OF THE
FOLLOWING REASON REASONS
NONPAYMENTOF PREMIUM
FALSE STATEMENT SUBSTANTIAL MADE BY THE KNOWINGLY INSURED
ON
THE APPLICATIONFOR INSURANCE
OR
IN THE EXPOSURE OR RISK OTHER THAN THAT INDICATED IN THE AND APPLICATION OF THE EFFECTIVE DATE OF THE POLICYUNLESS THE FIRST NAMED UNLES INSURED HAS NOTIFIED US OF THE CHANGE AND WE ACCEPT SUCH CHANGE UNDERWRITTEN
AS
CHANGE
IF
NOTICE IS MAILED
OF PROOF MAILING WILL
BE SUFFICIENTPROOF NOTICE OF
AUTHOED SIGNTTNE
RWIOOI
CO 498 PRINTED IN USA
QWEST0008
Case 1:04-cv-00725-RPM
Document 41-4
Filed 07/01/2005
Page 22 of 25
THI THIS ENDORSEMENT EFFECTIVE FORM FORMS
JUNE
24
2001
ENDORSEMENT NO
OF NUMBER DON 648451 PART POLICY CORPORATION ISSUED TO THE QUIZNOS QUIZNO BY WESTCHESTER FIRE INSURANCE COMPANY
THI THIS
ENDORSEMENT
CHANGE CHANGES
THE
POLICY
PLEASE
READ
IT CAREFULLY
NEW
SUBSIDIARY PRIOR LITIGATION DATE
AMENDED
IT
IS
AGREED
1
FOR PURPOSES OF THIS POLICY THI THE TERM SUBSIDIARY INCLUDES THE INCLUDE PURPOSE LISTED BELOW BUT ONLY WITH RESPECT WRONGFUL TO ACT ACTS UNDER ORGANIZATION ORGANIZATIONS THI AFTER THE EFFECTIVE DATE OF THIS COVERAGEPART TAKINGPLACE LIABILITY ENDORSEMENT THE
QUIZNO QUIZNOS
FRANCHISE
CORPORATION
2
WITH
TO INSURED RESPECT THE SUBSIDIARYS LISTEDABOVE AND ITS INSUREDS THE PRIOR SUBSIDIARY DATE SET FORTHIN THE DECLARATIONS FORANY LIABILITY DECLARATION PART COVERAGE LITIGATION READ IN ITS ENTIRETY FOLLOW FOLLOWS IS AMENDED TO PRIOR LITIGATION DATE 12272000
ALL
OTHER
TERM TERMS
AND
CONDITION CONDITIONS
REMAIN
UNCHANGED
PITHORIZED
REPRESENTATIVE
QWEST00082
Case 1:04-cv-00725-RPM
Document 41-4
Filed 07/01/2005
Page 23 of 25
THI THIS ENDORSEMENT EFFECTIVE
JUNE
24
2001
ENDORSEMENT NO
FORM FORMS PART POT NUMBER DON 648451 OF ICY ISSUED TO THE QUIZNOS QUIZNO CORPORATION
BY WESTCHESTER
FIRE INSURANCE
COMPANY
THI THIS
ENDORSEMENT
CHANGE CHANGES
THE
POLICY
PLEASE
READ
IT CAREFULLY
ALLOCATION
IT
ENDORSEMENT
IS
AGREED
1
IN OF CONDITION NOTWITHSTANDING ALLOCATION THE GENERAL CONDITIONS ANYTHING SUBSECTION AND LIMITATIONS TO THE CONTRARY LIMITATION IF CLAIM AS DEFINED BELOW MERGER OR ANY OTHER TRANSACTION INCLUDING REVERSE STOCK SPLIT COVERED UNDER INSURING CLAUSE IS MADE AGAINST THE SHAREHOLDERDIRECTOR AS DEFINED BELOW BOTH IN THEIR INSURED CAPACITY DIRECTORSANDOR OFFICERSOF THE COMPANY AND IN THEIR OFFICER AS DIRECTOR UNINSURED CAPACITY AS SHAREHOLDER SHAREHOLDERS OF THE COMPANY THEN 100 OF ANY DEFENSE COSTS INCURRED SOLELY THE SHAREHOLDERDIRECTOR OR JOINTLY Y THE COST BY B SHAREHOLDERDIRECTORAND THE COMPANY IN SUCH MERGERCLAIM SHALL BE ALLOCATEDTO COVERED DEFENSE COSTS THIS ALLOCATIONOF DEFENSE COSTS SHALL BE THI COST FINAL AND BINDINGUPON THE INSUREDS AND THE INSURER BUT SHALL NOT APPLYTO OR INSURED CREATE ANY PRECEDENT WITH RESPECT THE ALLOCATIONOF ANY OTHER LOSS RESULTING TO LOS FROM ANY CLAIM
2
ANY AMOUNT
ALLOCATEDTO COVERED DEFENSE COSTS PURSUANT PARAGRAPH COST TO ABOVE SHALL NOT INCLUDE ANY AMOUNT EXCLUDED FROM COVERAGE PURSUANT THE TO DEFINITION OF DEFENSE COST OR LOSS IN THIS POLICY LOS THI FOR PURPOSES OF THIS ENDORSEMENT THI PURPOSE
3
CLAIM MEANS MEAN MERGER OUT OF UPON ARISING
WITH AN COMPANY THE COMPANY THE EXCEPT WOULD
THE SHAREHOLDERDIRECTOR BASED ANY CLAIM AGAINST ATTRIBUTABLETO THE ACTUAL OR PROPOSED MERGER OF THE AFFILIATEOF THE COMPANYPURSUANT WHICH ALLSHAREHOLDERS OF TO SHAREHOLDER
OR
THEIRDIRECT OR RELINQUISH
MEAN MEANS
SHAREHOLDERDIRECTOR WOULD RECEIVE CASH FOR AND INDIRECTOWNERSHIP INTERESTIN THE COMPANY RICHARD E
SHAREHOLDERDIRECTOR
AND RICHARD F SCHADEN
SCHADEN
FREDERICK H
SCHADEN
ALL
OTHER
TERM TERMS
AND
CONDITION CONDITIONS
REMAIN
UNCHANGED
REPRESENTATIVE XUTHORIZED
QWEST00083
Case 1:04-cv-00725-RPM
Document 41-4
Filed 07/01/2005
Page 24 of 25
THI THIS ENDORSEMENT EFFECTIVE JUNE 24 2001 FORM FORMS PART POLICY OF NUMBER DON 648451 ISSUED TO THE QUIZNOS QUIZNO CORPORATION
ENDORSEMENTNO
BY WESTCHESTERFIRE
INSURANCE
COMPANY
THI THIS
ENDORSEMENT
CHANGE CHANGES
THE
POLICY
PLEASE
READ
IT CAREFULLY
IN CONSIDERATION OF THE
OFFICER AND OFFICERS
1
SECURITIE SECURITIES COMPANY
THAT THE DIRECTORS PREMIUM PAID IT IS UNDERSTOOD AND AGREED DIRECTOR PART LIABILITY OVERAGE IS AMENDED AS FOLLOWS C FOLLOW
EXCLUSION A1 SHALL NOT APPLY WITH RESPECT TOTHE JANUARY 1999 NOTICE LETTER NOTICE LETTERBY THE COMPANY TO ROYALINSURANCE COMPANY UNDER ROYALS ROYAL ASSURANCE POLICY NO HP 606493 MANAGEMENT TO POTENTIAL CLAIM CLAIMS IN RELATING CONNECTION WITH AMONG OTHER THINGS PROPOSED TENDER OFFERBY THE SCHADEN THING ACQUISITIONOMPANY THE COMPANYS OF C SHARE SHARES STOCK COMPANY OUTSTANDING OF COMMON WITH TO SOLELY RESPECT ANY WHICH IN WHOLE UNDER THIS THI
A OR
2
DESCRIBED IN THE
THI PARTFORANY CLAIMS COVERAGE UNDER THIS COVERAGE CLAIM ARISE ARISES OUT OF THE FACTSCIRCUMSTANCES AND SITUATIONS PART FACT CIRCUMSTANCE SITUATION NOTICE LETTER THE APPLICABLE LIMIT OF LIABILITY AND RETENTION IN AMENDED
AS
PART COVERAGE ARE
FOLLOW FOLLOWS
COMPANY MAXIMUM AGGREGATE COMPANYS UNDER THIS COVERAGE THI LIABILITY PARTFOR ALLLOSS RESULTING LOS FROM ALLSUCH CLAIMS FIRSTMADE DURING THE LIMIT PERIOD CLAIM SHALL BE 2500000 THI THIS PARAGRAPH CREATE CREATES SUBLIMIT WHICH FURTHER LIMIT LIMITS AND DOES NOT INCREASE THE COMPANYS DOE COMPANY MAXIMUM LIABILITYNDER THIS U THI
THE
POLICY
B ITEM RETENTION FORINDEMNIFIED LOSS IN THE DECLARATIONS FORTHIS LOS DECLARATION THI AMENDED TO READ AS FOLLOWS FOLLOW CLAUSE CLAUSES INSURING AND
PART COVERAGE IS A B
EACH SECURITIES CLAIM UNDER SECURITIE EACH
250000
CLAIM
OTHERTHAN AND
SECURITIE SECURITIES
CLAIM
UNDER