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.
