Case 1:04-cv-00725-RPM
Document 41-30
Filed 07/01/2005
Page 1 of 3
DO INTERIM
POLICY AGREEMENT
FUN1MNG
J1
IS THI THIS THI AGREEMENT ENTERED INTO THIS WESTCHESTER FIRE INSURANCE KNOWN
AS
4AY
OF
THE
COMPANY WICHESTER AND THE THE QUIZNO CORPORATION QUIZNOS QUIZNO QUIZNOS OR THE INSURED TOGETHER PARTIES
HAVE THE FOLLOWING PROCEEDING PROCEEDINGS BEEN MADE SEHESTA
V
2002 BY AND BETWEEN QUIZNOS QUIZNO MASTER LLC FORMERLY
WHEREA WHEREAS
OR AGAINST BROUGHTTHE INSURED BY
EDWARD C
AND COURTCITY THE
SCHADENET AL OF A COUNTY DENVERCOLORADOND
RICHARD F
CASE NO
01 CV
6281
DISTRICT
V WILLIAM QUIZNO QUIZNOSCORPORATION FAGANET P1 CASE NO 02 CV 2598 THE LAWSUIT OF DISTRICT TOGETHER LAWSUITS COURT CITYAND COUNTY DENVERCOLORADO
OF FEE TO FROM WESTCHESTER FEES ASSERT QUIZNO ASSERTS THATIT IS ENTITLED RECEIVE QUIZNOS PAYMENT RUDNICK WOLFE RUDNICK LLP FORMERLY KNOWN AS PIPER AND EXPENSE INCURREDBYPIPER MARBURY EXPENSES GORRELLLLP AND HARRISON LLP MOYE GILES OKEEFE VERMEIRE GILE LLP BROBECKPHIEGER LAWSUIT OF LLP DEFENSECOUNSELIN CONNECTION WITH THE LAWSUITSON BEHALF ITSELFAND ITS PURVI PURVIS GRAY PROTECTIONINSURANCE POLICYO DON N AND OFFICERSPURSUANT THE TERMS OF MANAGEMENT OFFICER TO TERM DIRECTOR DIRECTORS 648451 THEPOLICY ISSUED BYWESTCHESTER TO THE QUIZNOS QUIZNO CORPORATION
WHEREA WHEREAS
WHEREA WHEREAS
THE PARTIESHAVE RESERVED AND CONTINUE PARTIE TO
RESERVE
ALLOF THEIR RESPECTIVE RIGHT RIGHTS
TO THE LAWSUITS DEFENSE TO A AT LAWSUIT AND DEFENSESWITH RESPECT THE POLICYND AVAILABLE LAW RELATING
THAT QUIZNO MASTER LLC HAS ASSUMED QUIZNO REPRESENTS THE QUIZNOS QUIZNOS REPRESENT UNDER A THI AND OBLIGATION THE QUIZNOS OF OBLIGATIONS QUIZNO CORPORATION THE POLICYND THIS AGREEMENT
WHEREA WHEREAS
ALL THE RIGHTS RIGHT
WELEREA WELEREAS
WESTCHESTER AND
WHICH HAVE BEEN COVERAGEPOSITIONS POSITION AND THE LAWSUITS TO THE POLICY LAWSUIT AND RESPECT
OF AND ALL RESERVATIONS RIGHTS RESERVATION RIGHT QUIZNO HEREBY QUIZNOS INCORPORATE WITH OR QUIZNOS OR WILL BE ISSUED BYWESTCHESTER QUIZNO RESPECTIVELY
WHEREA WHEREAS
EXPENSE EXPENSES INCURRED
WESTCHESTER IS
TO WILLING MAKE
OF FEE ADVANCEMENT ADVANCEMENTS TO THE INSURED THE FEES AND THE
TO LAWSUIT LAWSUITSSUBJECT
BY THE INSURED IN CONNECTIONWITH AND THI CONDITION OFTHEPOLICY THISAGREEMENT CONDITIONS
NOW THEREFORE
IN CONSIDERATION OF THE
THE TERMS AND TERM
AND COVENANT AND COVENANTS FOREGOING THE FOLLOWING FOLLOW FOLLOWS AND VALUABLE CONSIDERATION PARTIES THE PARTIE HEREBY FOROTHERGOOD AGREEAS
1
WESTCHESTER SHALL ADVANCE TO THE INSURED
SIXTYSEVEN PERCENT 67
OF
FEE FEES LEGAL
ON CHARGEDAND EXPENSES INCURRED DEFENSE COUNSEL BY BY EXPENSE SETTLEMENT AND DEFENSEOF OFFICER OFFICERS IN THE INVESTIGATION NEGOTIATION
AND ITSDIRECTORS DIRECTOR AND BEHALF THE INSURED OF THE LAWSUITS TO THE EXTENT LAWSUIT
WESTCHESTERDETERMINES SUCH FEES AND EXPENSES ARE REASONABLE DETERMINE FEE EXPENSE NECESSARYAND OTHERWISECOVERED THATTHE ADVANCEMENT OF DEFENSE COSTS BY COST UNDER THE POLICY EFENSECOSTS PROVIDEDOWEVER COST H D HEREUNDERWITH RETENTION 250000 OF WESTCHESTERSHALL BE SUBJECT TO REQUIRED ANY PAYMENT THI TO TO TO COST STATEMENT PRIOR THE EXECUTIONOF THIS RESPECT DEFENSE COSTS STATEMENTS PROVIDED WESTCHESTER OF THI AFTER THE EXECUTION THIS AGREEMENT SHALLBE RENDERED WITHIN FORTYFIVE DAYS 45 DAY AGREEMENT
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QWEST00230
Case 1:04-cv-00725-RPM
Document 41-30
Filed 07/01/2005
Page 2 of 3
2
WESTCHESTER SHALL ADVANCE DEFENSE COSTS COST OF
AMOUNT AGGREGATE
300000
IN
EXCES EXCESS
OF
TO THI PURSUANT THIS AGREEMENT TO AN UP WHEN 250000 RETENTION ROVIDED HOWEVER P
WESTCHESTERHAS ADVANCED FUNDS FUND
TOTALING 300000
THE PARTIESSHALL HAVE THE PARTIE
T OR RIGHTO CHANGE
THE ALLOCATIONOF ANY ADDITIONAL DEFENSECOSTS RENEGOTIATE COST BASED ON 3 THE INSURED
OR
THE FACTSTHEN KNOWN FACT
DEFENSECOUNSELSHALL SUBMIT TO WESTCHESTERN O BASI BASIS QUARTERLY ITEMIZED DEFENSECOST STATEMENTS COSTS STATEMENT SETTING THE NATURE OF THE INDIVIDUAL SERVICES FORTH SERVICE RENDERED THE
OF THE SERVICETHE IDENTITY THE INDIVIDUAL ATTORNEY TO SERVICE PROVIDING SERVICES TIME ALLOCATED THE SPECIFIC AND OF ALL COST RATE RATES DESCRIPTION DISBURSEMENTSDEFENSECOSTS SHALLBE CALCULATEDAT HOURLY NO HIGHER THAN THE RATES PREAPPROVEDWESTCHESTER FOREACH ATTORNEY RATE SERVICE IN SERVICES CONNECTION BY PERFORMING WITH THE LAWSUITS FEE AND EXPENSE STATEMENTS STATEMENT WESTCHESTERSHALL ADVANCE TO THE INSURED THE DEFENSE COST ITEMIZED THEREIN WHICH COSTS 4
WITHIN
OF ITEMIZED FORTYFIVE DAYS RECEIPT SUCH QUARTERLY 45 DAY OF
WESTCHESTER DETERMINE TO DETERMINES BE REASONABLE UNDER THEPOLICY PRELIMINARILY NECESSARYAND COVERED
5
ALL DEFENSE COSTSSTATEMENTS AND OTHER COST STATEMENT COMMUNICATION UNDER THIS AGREEMENT COMMUNICATIONS THI TO
WESTCHESTERSHALLBE ADDRESSED TO KENNETH D
MILBAUER ESQ
VICE PRESIDENT PROFESSIONAL RISK
ACE 140 NEW USA 40TH BROADWAY FLOOR
YORK NY
10005
6
WESTCHESTER SHALL SEND ALL
PAYMENT AND PAYMENTS
OTHER COMMUNICATIONS UNDER COMMUNICATION
OR
WITH
TO THI TO RESPECT THISAGREEMENT
PATRICK MEYERSESQ E MEYER VICE PRESIDENTGENERAL COUNSEL
THE
QUIZNO MASTER LLC QUIZNOS
1415 LARIMER STREET
DENVERCOLORADO80202
IN THE EVENT THEREIS ANY DISAGREEMENT BETWEEN WESTCHESTERND THE INSURED ANDOR A DEFENSE COUNSEL CONCERNING FORMOF ANY DEFENSE COSTSSTATEMENT OR WHETHERANY FEES OR THE COST FEE COST EXPENSE EXPENSES SET FORTHIN ANY DEFENSE COSTS STATEMENT ARE REASONABLE NECESSARY AND COVERED UNDER THE WESTCHESTER SHALLCONFERWITH THEINSURED ANDOR DEFENSE COUNSELIN AN ATTEMPT RESOLVE POLICY TO THE DIFFERENCES NEGOTIATIONSUCH DISAGREEMENT RESOLVED BY NEGOTIATION DIFFERENCEBY IF IS NOT WESTCHESTER SHALL HAVE NO OBLIGATIONADVANCETHE DISPUTED TO AMOUNT UNTIL SUCH DISPUTE RESOLVED THROUGH IS 7
ARBITRATION LITIGATION NEGOTIATION MEDIATION OR
8 THE INSURED THAT THI ACKNOWLEDGE ACKNOWLEDGES ALL PAYMENTS PAYMENT MADE UNDER THIS AGREEMENT BY TO AND SHALL THE LIMIT OF LIABILITY UNDER THE POLICYNLESS AND UNLES U APPLIED DEPLETE
WESTCHESTER SHALL BE
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QWEST0023
Case 1:04-cv-00725-RPM
Document 41-30
Filed 07/01/2005
Page 3 of 3
15
THI THIS
EACH AGREEMENT BE EXECUTED IN COUNTERPARTS OF WHICH MAY COUNTERPART INSTRUMENT THE PARTIES HAVE SET THEIR PARTIE HAND HANDS
SHALLBE DEEMED TO
CONSTITUTE ONE AND THE SAME IN WITNESS WITNES
THEREOF
AS
OF THE DATE SET FORTH ABOVE
WESTCHESTER COMPANY
FIRE
INSURANCE
BY
NNETH D ITS
MILBAUER
VICE PRESIDENT PROFESSIONAL RISK
QUIZNO QUIZNOS MASTERIJC KNOWN AQ3FL2NOS FORMERLY AQ3FL2NO
THE
ICK
ITS
E
MEYER MEYERS
VICE PRESIDENT AND GENERAL COUNSEL
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QWEST00232