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Exhibit 10.3
ENVIRONMENTAL AGREEMENT
This Environmental Agreement is made this 16th day of
December, 2005, by and between ALTRIA CORPORATE SERVICES, INC. (f/k/a PHILIP
MORRIS MANAGEMENT CORP.), a New York corporation (“Altria”) and
KRAFT FOODS GLOBAL, INC.(“Kraft”), a Delaware corporation.
W I T N E S S E T H
WHEREAS, Altria and Milwaukee County, Wisconsin, are parties to that certain Lease Agreement, dated July 14, 1980, Airport Agreement No. HP-695, as amended by Amendment No. 1 to Airport Lease Agreement No. HP-695 as of December 31, 1995 and Amendment No. 2 to Airport Lease Agreement No. HP-695 as of December 16, 2005 (the “Original Lease”) with respect to certain property (the “Property”) located at General Mitchell International Airport (“Airport”); and
WHEREAS, Altria and Kraft are parties to the certain Purchase and Sale Agreement (“PSA”) dated December 15, 2005, by which Altria agreed to sell and transfer to Kraft, and Kraft agreed to purchase and accept from Altria, all of Altria’s rights, title and interests in the Original Lease and certain other property described in the PSA on the terms and conditions set forth therein; and
WHEREAS, Altria, Kraft, and Milwaukee County, Wisconsin, are parties to that certain Assignment of Lease dated December 16, 2005, (“Date of Assignment”) by which Altria assigned and transferred all right, title, and interest of Altria in and to the Original Lease to Kraft and by which Kraft accepted such assignment and agreed to perform, observe, and accept all such obligations, covenants and conditions contained in the Original Lease on the part of Altria from and after the Date of Assignment; and
WHEREAS, Altria and Kraft are parties to that certain Management Agreement dated December 16, 2005 (the “Management Agreement”) by which Altria has agreed to maintain and operate the Property for the purposes for which it is intended on the terms and conditions set forth therein; and
WHEREAS, Altria and Kraft seek to define and allocate responsibility for certain environmental matters pertaining to the Property as set forth in this Agreement even though other representations, warranties, rights and obligations contained in the PSA will not survive after the effective date of the PSA or will expire within a fixed period of time thereafter; and
WHEREAS, Altria and Tennessee Gas Pipeline Company, a Delaware corporation (successor by name change to Tenneco Inc.) (“Tenneco”), which occupied the Property before Altria, are parties to that certain Agreement, dated December 29, 1995, as amended by Letter Agreement No. 1 as of December 29, 1995 and Letter Agreement No. 2 Airport Lease Agreement as of December 31, 1995 (collectively the “Tenneco Agreement”); and
WHEREAS, Altria and Kraft seek to define and set forth the assignment of certain rights and obligations under the Tenneco Agreement from Altria to Kraft.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants, representations and warranties herein set forth, the parties hereto hereby covenant and agree as follows:
1.
Environmental Responsibility.
A.
Altria shall be responsible for all
conditions, releases or discharges on the Property involving any hazardous or
toxic substances, materials, or wastes including, without limitation,
petroleum, as these terms are used or defined in applicable local, state or
federal environmental laws and regulations (collectively “hazardous or
toxic materials”) (1) first occurring from September 1, 1993,
to December 16, 2005, (2) relating to or originating from conditions
that first existed from September 1, 1993, to December 16, 2005, or
(3) relating to such further cleanup of UST #5 as may be required, if at
all, under the Original Lease or the Assignment of Lease dated
December 16, 2005. Except as provided for in Paragraph 1.B. below,
Kraft shall be responsible for other conditions, releases or discharges
involving any hazardous or toxic materials on the Property as may first occur
on and after December 16, 2005.
B.
Altria shall also be responsible for all
conditions, releases or discharges on the Property involving any hazardous or
toxic materials caused by the willful misconduct of Altria and its employees
during the term of the Management Agreement, except to the extent such acts are
directed by Kraft, its employees, or contractors.
C.
Kraft will maintain in full force and
effect, at its own expense, any financial instruments necessary to comply with
the requirements of subpart H of 40 CFR part 280 and the corresponding
applicable state regulations including, without limitation, Wisconsin Admin
Code ch. Comm 10, subchapter VIII, regarding Kraft’s financial
responsibility for taking corrective action and for compensating third parties
for bodily injury and property damage caused by accidental releases from the
operation of petroleum underground storage tanks.
2.
Indemnification as to Environmental
Matters.
