Exhibit 10.10
ENVIRONMENTAL INDEMNITY AND ASSUMPTION AGREEMENT
This ENVIRONMENTAL INDEMNITY AND ASSUMPTION AGREEMENT (this
"Indemnity
Agreement") dated June 29, 2004, between Ampsky & Associates,
LLC, an Illinois
limited liability company ("Ampsky") and Waukegan, Inc., Delaware
corporation
("WI").
W I T N E S S E T H:
WHEREAS, WI has entered into a Real Estate Vacant Land Sales
Contract
dated as of the date hereof (the "Waukegan Purchase and Sale
Contract") with
Ampsky whereby Ampsky has agreed to purchase the real property
commonly known as
801 Market Street in Waukegan, Lake County, Illinois 60085, as more
particularly
described in the deed to WI (the "Property"), in its present "as
is" and "where
is" condition with respect to known and unknown Environmental
Conditions at or
with respect to the Property;
WHEREAS, WI must obtain the consent of its parent corporation,
Fansteel
Inc. ("Fansteel"), to the sale of the Property;
WHEREAS, in consideration for Fansteel's consent to the sale of the
Property, Ampsky has agreed to indemnity Fansteel for Environmental
Liabilities
associated with the Property;
WHEREAS, Ampsky shall promptly following the execution and delivery
hereof, enter into a consent order with the City of Waukegan (the
"City") that
was lodged and approved by the Chancery Division of the Lake County
Circuit
Court of the Nineteenth Judicial Circuit (the "Waukegan Consent
Order");
WHEREAS, pursuant to the Waukegan Purchase and Sale Contract and
the
Waukegan Consent Order, Ampsky has agreed to assume the
responsibility of WI as
set forth in the December 23, 2003 order of the United States
District Court for
the District of Delaware (the "Confirmation Order") confirming the
"Second
Amended Joint Reorganization Plan of Fansteel Inc. and
Subsidiaries" dated
December 23, 2003 (the "Plan") to perform Remedial Actions at the
Property as
may be required by the Illinois Environmental Protection Agency
("IEPA") and the
City to obtain a No Further Remediation ("NFR") letter for the
Property, and has
procured a standby letter of credit for the benefit of the City in
the amount of
$1.25 million as a form of financial assurance for the remediation
of the
Property; and
WHEREAS, the execution of this Indemnity Agreement, and the entry
of
the Waukegan Consent Order are required for the United States to
release WI and
Fansteel from their respective obligations under the Plan and
Confirmation
Order.
NOW, THEREFORE, in consideration of the foregoing, the parties
agree as
follows:
(a) The following terms shall have the following meanings:
"ENVIRONMENTAL CLAIMS" means any complaint, summons, citation,
notice,
directive, order, claim, litigation, investigation, judicial or
administrative
proceeding, judgment, letter or other communication from any
governmental
agency, department, bureau, office or other authority, or any third
party
involving violations of Environmental Laws or Releases of Hazardous
Materials at
or from the Property, including but not limited to the Waukegan
Facility
Environmental Claims/Obligations (as defined in the Plan).
"ENVIRONMENTAL CONDITIONS" mean violations of Environmental Laws or
the
presence of Hazardous Substances in soil, subsurface, surface
water, or
groundwater on, in, under, or from the Property in concentrations
that exceed
the IEPA cleanup standards established pursuant to TACO for the
contemplated
future use of the Property and any remedial requirements
established by the
City.
"ENVIRONMENTAL LAWS" includes the Comprehensive Environmental
Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq.,
as amended;
the Resource Conservation and Recovery Act ("RCRA), 42 U.S.C. 6901
et seq., as
amended; the Clean Air Act ("CAA"), 42 U.S.C. 7401 et seq., as
amended; the
Clean Water Act ("CWA"), 33 U.S.C. 1251 et seq. and any other
federal, state,
local or municipal laws, statutes, regulations, rules or ordinances
imposing
liability or establishing standards of conduct for protection of
the
environment.
"ENVIRONMENTAL LIABILITIES" means any monetary obligations, losses,
liabilities (including strict liability), damages, costs and
expenses (including
all reasonable out-of-pocket fees, disbursements and expenses of
counsel,
out-of-pocket expert and consulting fees and out-of-pocket costs
for
environmental site assessments, remedial investigation and
feasibility studies),
fines, penalties, sanctions and interest incurred as a result of
any
Environmental Action filed by any Governmental Authority or any
third party
which relate to any violations of Environmental Laws, Remedial
Actions, Releases
or threatened Releases of Hazardous Substances at or from the
Property
(including, but not limited to, the Waukegan Facility Environmental
Claims/Obligations), personal injury (including wrongful death) or
property
damage (real or personal) arising out of exposure to H
