ENVIRONMENTAL INDEMNITY
AGREEMENT
This ENVIRONMENTAL
INDEMNITY AGREEMENT (the “Agreement”) is made as of
this 27th day of May, 2009 from EDAC TECHNOLOGIES CORPORATION, a
Wisconsin corporation, with a place of business at 1806 Farmington
Avenue, Farmington, Connecticut 06032, GROS-ITE INDUSTRIES, INC., a
Connecticut corporation, with a place of business at 1806
Farmington Avenue, Farmington, Connecticut 06032, and APEX MACHINE
TOOL COMPANY, INC., a Connecticut corporation, with a place of
business at 1806 Farmington Avenue, Farmington, Connecticut 06032
(collectively, the “Indemnitor”), to TD BANK, N.A., a
national banking association with an office located at 102 West
Main Street, New Britain, Connecticut 06050-0174 (the
“Bank”).
WHEREAS, EDAC
Technologies Corporation is the owner of a fee interest in certain
real property located at 10 New Britain Avenue, Plainfield,
Connecticut, as more particularly described in
Exhibit A to the Mortgage (as hereinafter defined) (the
“Land”; the Land, together with all improvements now or
hereafter located on the Land, being hereinafter referred to as the
“Property”);
WHEREAS, this
Agreement is made pursuant to a certain Credit Agreement of even
date herewith by and between Indemnitor and Bank (the “Credit
Agreement”), pursuant to which the Bank has made (i) a
Mortgage Loan in the amount of TWO MILLION SIX HUNDRED FORTY
THOUSAND AND 00/100 DOLLARS ($2,640,000.00) (the “Mortgage
Loan”), which Mortgage Loan is evidenced by a certain
Mortgage Note of even date herewith in the original amount of TWO
MILLION SIX HUNDRED FORTY THOUSAND AND 00/100 DOLLARS
($2,640,000.00) (the “Mortgage Note”), (ii) a Term
Loan in the amount of FOUR MILLION THREE HUNDRED SIXTY THOUSAND AND
00/100 DOLLARS ($4,360,000.00) (the “Term Loan”), which
Term Loan is evidenced by a certain Term Note of even date herewith
in the original amount of FOUR MILLION THREE HUNDRED SIXTY THOUSAND
AND 00/100 DOLLARS ($4,360,000.00) (the “Term Note”),
and (iii) a Revolving Loan in the amount of SEVEN MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00) (the
“Revolving Loan”, together with the Mortgage Loan and
the Term Loan, collectively, the “Loan”), which
Revolving Loan is evidenced by a certain Revolving Credit Note of
even date herewith in the original amount of SEVEN MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00) (the
“Revolving Credit Note”, together with the Mortgage
Note and the Term Note, collectively, the “Note”);
and
WHEREAS, the Note
is secured by, among other things, a certain Open-End Mortgage Deed
and Security Agreement from EDAC Technologies Corporation in favor
of Bank (as amended from time to time, the “Mortgage”)
encumbering the Property; and
WHEREAS, as a
condition to making the Loan, Bank requires Indemnitor to provide
certain indemnities concerning existing and future asbestos,
polychlorinated biphenyls and petroleum products and any other
hazardous or toxic materials, wastes and substances which
are
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defined,
determined or identified as such in any Laws (as hereinafter
defined) (any such asbestos, polychlorinated biphenyls and
petroleum products and any such other hazardous or toxic materials,
wastes and substances being hereinafter collectively referred to as
“Hazardous Materials”); as used in this Agreement, the
term “Laws” means all federal, state and local laws,
rules and regulations (whether now existing or hereafter enacted or
promulgated), including, but not limited to, the Remediation
Standard Regulations, §22a-133k, et seq., and all judicial and
administrative interpretations thereof, including any judicial or
administrative orders, directives and judgments;
WHEREAS, to induce
Bank to consummate the above described transaction and to lend the
indicated amount to Borrower, Indemnitor has agreed to enter into
this Agreement;
NOW, THEREFORE, in
consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Indemnitor hereby represents, warrants and covenants
to Bank as follows:
1. Indemnitor
covenants and agrees, at its sole cost and expense, to defend,
indemnify, protect and save (i) Bank; (ii) any persons or
entities owned or controlled by, owning or controlling, or under
common control or affiliated, with Bank; (iii) any
participants in the Loan; (iv) the directors, officers,
partners, employees and agents of Bank and/or such persons or
entities; and (v) the heirs, personal representatives,
successors and assigns of each of the foregoing persons or entities
(each an “Indemnified Party”) harmless against and
from, and, if and to the extent paid, reimburse them on demand for,
any and all damages, losses, liabilities, obligations, penalties,
claims, litigation, demands, defenses, judgments, suits,
proceedings, costs, disbursements and expenses (including, without
limitation, attorneys’ and experts’ reasonable fees and
disbursements) of any nature whatsoever (collectively, the
“Indemnified Matters”) which may at any time be
required by or imposed upon, incurred by or asserted or awarded
against Bank or an Indemnified Party arising directly or indirectly
from, out of, or any way related to:
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a.
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any
Hazardous Materials on, in, under, affecting or emanating from all
or any portion of the Property;
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b.
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the
enforcement of this Agreement or the assertion by Indemnitor of any
defense to its obligations hereunder (except the successful defense
of actual performance not subject to further appeal);
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c.
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any
act, omission, event or circumstance existing or occurring in
connection with the handling, treatment, containment, removal,
storage, decontamination, clean-up, transport or disposal of any
Hazardous Material which is at any time on the Property;
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d.
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the
breach of any representation, warranty, covenant or agreement
contained in this Agreement;
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e.
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any
violation of any Laws regardless of whether any act, omission,
event or circumstance giving rise to the violation constituted a
violation at the time of the occurrence or inception of such act,
omission, event or
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