Environmental Remediation And Indemnification Agreement

Exhibit 10.29


EXECUTION COPY


ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT


by and between


PRIME GROUP REALTY, L.P.,
a Delaware limited partnership


and


THE PRIME GROUP, INC.,
an Illinois corporation


Dated as of: November 17, 1997


ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT


THIS ENVIRONMENTAL REMEDIATION AND INDEMNIFICATION AGREEMENT (this "Agreement") made and entered into as of the 17th day of November, 1997, by and between The Prime Group, Inc., an Illinois corporation ("Indemnitor"), and Prime Group Realty, L.P., a Delaware limited partnership, in its individual capacity and as general partner of the limited partnerships which own the Properties (as hereinafter defined) (Prime Group Realty, L.P. and each such partnership, collectively, "Indemnitee");


WITNESSETH:


WHEREAS, Indemnitor and Indemnitee, together with certain other parties, have heretofore entered into an agreement (the "Formation Agreement") which provides, in part, for the contribution of interests in partnerships which own certain properties, commonly known as (i) the Chicago Enterprise Center, located in Chicago, Illinois ("CEC"), (ii) the East Chicago Enterprise Center, located in East Chicago, Indiana ("ECEC") and (iii) the Hammond Enterprise Center, located in Hammond, Indiana ("HEC," and together with the CEC and the ECEC, collectively known as the "Properties");


WHEREAS, as a condition to its entering into the Formation Agreement, Indemnitee has required that Indemnitor remediate, or cause the remediation of, certain Known Contamination (as defined below) which has been discovered on the Properties, and to indemnify, save, and hold Indemnitee harmless from and against certain obligations and liabilities which may be incurred by Indemnitee (whether as owner, occupier, or operator of the Properties) by reason of such Known Contamination.


WHEREAS, this Agreement is entered into to provide the Indemnitee with the indemnity, protections, and assurances it requires and as an inducement to Indemnitee to enter into the Formation Agreement;


NOW, THEREFORE, in consideration of the Properties and of the mutual promises and agreements herein contained, the agreements and covenants contained in the Formation Agreement, TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


1. Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein.


2. Definitions. As used in this Agreement, the terms "Covenant Not to Sue," "Known Contamination," "Hazardous Materials," "IEPA," "IDEM," "NFR Letter," "Known Contamination," "NFR Letter," "Release," "Environmental Laws" and "Environmental Reports" are defined as follows:


(a) "Covenant Not to Sue" means both a Certificate of Completion from the IDEM pursuant to Indiana Code 13-25-5-20(b) and a Covenant Not to Sue from the Governor of the State of Indiana pursuant to Indiana Code 13-25-5-18.


(b) "Known Contamination" means the environmental conditions existing on the Properties, as specifically identified in the Environmental Reports and with respect to which Indemnitor is required to remediate (i) at CEC in order to receive a NFR Letter for the environmental contamination listed in the Environmental Reports as being present at CEC, and (ii) at ECEC and HEC in order to receive a Covenant Not to Sue for each of ECEC and HEC for the environmental contamination listed in the Environmental Reports as being present at HEC and ECEC.


(c) "Hazardous Materials" means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. Section 172.101) and amendments thereto or designated by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and such substances, materials and wastes which are or become regulated under Environmental Law including, without limitation, any material, waste or substance which is: (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls; (iv) defined or regulated as a "hazardous waste" under Environmental Law; (v) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 et seq. (33 U.S.C. Section 1321) or listed pursuant to section 307 of the Clean Water Act (33 U.S.C. Section 1317); or (vi) defined as a "hazardous substance" pursuant to section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601).


(d) "IEPA" means the Illinois Environmental Protection Agency.


(e) "IDEM" means the Indiana Department of Environmental Management.


(f) "NFR Letter" means a No Further Remediation Letter from the IEPA pursuant to the Illinois Environmental Protection Act (415 ILCS 5/58).


(g) "Release" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, including, without limitation, the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Materials.


(h) "Environmental Laws" means all federal, state, local and foreign laws, statutes, ordinances, codes, rules, standards, and regulations, in effect as of the date hereof, and any applicable judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent decree or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).


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(i) "Environmental Reports" means the environmental reports listed on Exhibit A attached hereto.


3. Remediation and Indemnification. Indemnitor agrees to remediate the Known Contamination and agrees to exonerate, indemnify, pay and protect, defend (with counsel reasonably approved by Indemnitee), and save and hold Indemnitee and the directors, officers, shareholders, employees, and agents of Indemnitee harmless from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims), interest, or losses, including reasonable attorneys' and paralegals' fees and expenses (including, without limitation, any ...