EXHIBIT 10.82
AGREEMENT
Xxxxxx Manufacturing Corporation ("Xxxxxx") (formerly known as Xxxxxx
Corporation) and Emhart Corporation ("Emhart") enter into the following
agreement with respect to the Solvents Recovery Service of New England ("SRSNE")
Superfund Site and the Old Southington Landfill ("OSL") Superfund Site.
WHEREAS, the U.S. Environmental Protection Agency ("EPA") has notified
both Xxxxxx and Emhart that they have liability for costs at the SRSNE Superfund
Site for wastes attributed to USM Corporation (Seabrook, NH) ("USM/Seabrook")
and USM Corporation (Amesbury, MA) ("USM/Amesbury");
WHEREAS, EPA has notified both Xxxxxx and Emhart that they have
liability for costs at the OSL Superfund Site for wastes attributed to
USM/Amesbury; and
WHEREAS, Xxxxxx and Emhart wish to allocate responsibility between
themselves for all costs associated with EPA's claims for the SRSNE Site and the
OSL Site which are attributable to or arise out of USM/Seabrook or USM/Amesbury;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged, Xxxxxx and Emhart agree as follows:
1. For purposes of this Agreement, "sole responsibility" means all
costs associated with EPA's claims for the remediation and monitoring of the
site in issue, including all "Operable Units" and all cost recovery and
contribution actions arising therefrom but not including natural resource damage
claims and private third party claims for personal injury or property damage.
2. At the SRSNE Site, Xxxxxx assumes sole responsibility for wastes
attributed to USM/Seabrook, and Emhart assumes sole responsibility for wastes
attributed to USM/Amesbury.
3. At the OSL Site, Emhart assumes sole responsibility for wastes
attributed to USM/Amesbury.
4. Each party agrees that it will defend and indemnify the other party
against any and all claims, costs, suits, expenses and the like, for which that
party has agreed to assume sole responsibility under this Agreement.
5. This Agreement is made without admission of liability regarding the
SRSNE and OSL Superfund Sites, and Xxxxxx and Emhart explicitly deny any
liability with respect to the SRSNE and OSL Superfund Sites. Further, this
Agreement is for purposes of the SRSNE and OSL Sites only and is made without
prejudice to Xxxxxx and Emhart asserting different positions regarding
liability, cost sharing, or indemnification, or insurance coverage, for
environmental liabilities at any other sites or in any other litigation arising
between Xxxxxx and Emhart, including at the SRSNE and OSL Superfund Sites for
matters other than those allocated by this Agreement.
6. As indicated in Appendix A, Xxxxxx has made payments in the amount
of $1,581 to the SRSNE PRP Group for USM/Amesbury. Within thirty (30) days of
the effective date of this Agreement, Emhart will forward to Xxxxxx a check in
the amount of $1,581 in full satisfaction of all sums that Xxxxxx has paid to
date in connection with the SRSNE and OSL Sites on behalf of USM/Amesbury.
7. Xxxxxx and Emhart have entered into a separate document entitled
"Joint Declaration Between Xxxxxx Manufacturing Corporation and Emhart
Corporation Regarding the Solvents Recovery Service of New England Superfund
Site and the Old Southington Landfill Superfund Site, Southington, Connecticut"
("Joint Declaration"), for the purposes of satisfying EPA's need for a joint
declaration to allocate liability between the parties for the SRSNE and OSL
Sites. The Joint Declaration is attached hereto as Appendix B. To the extent
that there may be any conflict between the terms of the Joint Declaration and
this Agreement, the terms of this Agreement shall govern.
8. Xxxxxx and Emhart covenant not to xxx or make claims against each
other or insurers of each other regarding the SRSNE and OSL Sites; provided,
however, that the parties may bring suit against each other to enforce the terms
of this Agreement.
9. This Agreement shall be governed by the laws of the State of New
Hampshire.
10. If any provision of this Agreement shall be adjudged to be illegal
or otherwise contrary to law in a final nonappealable ruling by a court having
jurisdiction over the matter, that provision shall be deemed to have been struck
from this Agreement and all remaining provisions shall remain in full force and
effect.
11. This Agreement may be executed in one or more counterparts, each of
which shall constitute a separate document, and all of which taken together
shall constitute a single Agreement.
12. This Agreement shall become effective immediately upon its
execution by duly authorized representatives of Xxxxxx and Emhart.
XXXXXX MANUFACTURING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
Duly Authorized
Xxxxxxx X. Xxxxxxx
Typed Name of Signator
Executive Vice President
Title
2/10/95
Date
EMHART CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
Duly Authorized
Xxxxx X. Xxxxxxxx
Typed Name of Signator
Vice President, Environmental Affairs
Title
12/27/94
Date
APPENDIX A
PAYMENTS MADE BY XXXXXX MANUFACTURING CORPORATION
TO THE SRSNE SUPERFUND SITE PRP GROUP
(AS OF 8/8/94)
GROUP XXXXXX USM/ USM/ TOTAL PAID
ASSESSMENT # CORP. SEABROOK AMESBURY BY XXXXXX
1 40 134 76 250
2 100 0* 0** [100 credit to Xxxxxx]
3 62 207 117 386
4 188 633 357 1,178
5 544 1,827 1,031 3,402
Total Paid
to Date: $934 $2,801 $1,581 $5,316
# Gallons 9,067 30,470 17,215 56,752 Total
% Gallons 15.98% 53.69% 30.33% 100.0%
*Xxxxxx owes $150 to B&D owes Xxxxxx $1,581
SRSNE Group **B&D owes SRSNE Group $250
APPENDIX B
JOINT DECALRATION Between
XXXXXX MANUFACTURING CORPORATION And
EMHART CORPORATION
Regarding the
SOLVENTS RECOVERY SERVICE of NEW ENGLAND SITE
And the
OLD SOUTHINGTON LANDFILL SITE
Southington, Connecticut
This Joint Declaration sets forth an agreement between Xxxxxx
Manufacturing Corporation ("Xxxxxx") (formerly known as Xxxxxx Corporation) and
Emhart Corporation ("Emhart") relating to EPA's claims against "Xxxxxx Corp.
Parties/Emhart Corporation" at the Solvents Recovery Service of New England
("SRSNE") Superfund Site and the Old Southington Landfill Superfund Site
("OSL").
At the SRSNE Site, Xxxxxx and Emhart agree to the following terms as
they relate to "Xxxxxx Corp. Parties/Emhart Corporation" listed on the July 7,
1993 EPA volumetric ranking. Xxxxxx agrees to accept responsibility for the
costs associated with EPA's claims against "Xxxxxx Corp." and "U.S.M. Corp.
(Seabrook, NH)." Emhart agrees to accept responsibility for the costs associated
with EPA's claims against "U.S.M. Corp. (Amesbury, MA)." The U.S.M. Corp.
(Amesbury, MA) shipments will be aggregated under the entity designated as
"Black & Xxxxxx-Related Parties" on the July 7, 1993 EPA volumetric ranking.
At the OSL Site, Emhart agrees to accept responsibility for costs
associated with EPA's claims against "Xxxxxx Corp. Parties/Emhart Corporation -
U.S.M. Corp. (Amesbury, MA)." The U.S.M. Corp. (Amesbury, MA) shipments will be
aggregated under the entity designated as "Black & Xxxxxx-Related Parties" on
the February 24, 1994 EPA volumetric ranking.
This Joint Declaration between Xxxxxx and Emhart is made without
admission of liability regarding the SRSNE and OSL Sites, and Xxxxxx and Emhart
explicitly deny any liability with respect to the SRSNE and OSL Sites. Further,
this declaration is for purposes of EPA claims regarding the SRSNE and OSL Sites
only and is made without prejudice to Xxxxxx and Emhart asserting different
positions regarding liability, cost sharing, or indemnification with respect to
claims by other persons or with respect to environmental liabilities at any
other sites.
On behalf of Xxxxxx
Manufacturing Corporation On behalf of Emhart Corporation
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President Title: Vice President, Environ. Affairs
Date: 2/10/95 Date: 12/27/94
