Environmental Indemnity

ENVIRONMENTAL INDEMNITY AGREEMENT


THIS AGREEMENT, dated as of December 6th, 1994 (the "Agreement), by and among THE ACTAVA GROUP INC., a Delaware corporation ("Actava"), DIVERSIFIED PRODUCTS CORPORATION, an Alabama corporation ("DP"), and ROADMASTER INDUSTRIES, INC., a Delaware corporation ("Roadmaster").
WHEREAS, contemporaneously with the execution and delivery of this Agreement, Actava is transferring all of the issued and outstanding stock of DP to Roadmaster; and
WHEREAS, DP owns and operates a manufacturing facility in Opelika, Alabama, (the "DP Facility) which adjoins the "Orbitron Materials Storage Parcel," which is described more particularly on Schedule 6.14 of the Agreement and Plan of Reorganization between Roadmaster, Actava, DP and certain other Actava subsidiaries and which was formerly part of the DP Facility; and
WHEREAS, Actava and Roadmaster disagree concerning the extent to which materials regulated at the time of this Agreement under federal, state or local laws as hazardous substances, solid or hazardous wastes, or hazardous constituents (hereinafter "Regulated Materials") are present on the Orbitron Materials Storage Parcel; and
WHEREAS, Actava has agreed to indemnify Roadmaster for costs and liabilities resulting from the presence on or migration of 2


Regulated Materials from the Orbitron Materials Storage Parcel under the terms set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:


1.0 INDEMNIFICATION FOR CERTAIN ENVIRONMENTAL COSTS.


1.01 In the event that federal, state or local governmental authorities order Roadmaster to undertake investigation and/or remediation activities related to Regulated Materials on the Orbitron Materials Storage Parcel, Actava shall indemnify Roadmaster for any losses, liabilities, damages and costs, including reasonable attorneys' and consulting fees, reasonably incurred by Roadmaster in carrying out such order. Such costs shall include, without limitation, all reasonable costs incurred to prepare and implement work plans for investigating and remediating releases of Regulated Materials at the Orbitron Materials Storage Parcel and any other real property impacted by Regulated Materials migrating from the Orbitron Materials Storage Parcel, together with any costs of postclosure care and long-term soil and groundwater monitoring required by an order. If Roadmaster receives a request from a government agency or private party to investigate and remediate the Orbitron Materials Storage Parcel, it shall so notify Actava as soon as practicable. Upon receipt of such notice, Actava shall have the right, but not the duty, to assume responsibility for performing


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all investigative and remedial activities requested by the private party or federal, state or local authorities. In the event that Actava declines or is prevented from performing onsite investigative and remedial activities associated with Regulated Materials which Roadmaster is ordered to perform, Actava shall reimburse Roadmaster promptly upon receipt of invoices or other documentation specifying reasonable costs incurred by Roadmaster in connection with any investigation, remediation or postclosure care of the Orbitron Materials Storage Parcel required by an order from a government agency. Notwithstanding any of the foregoing, Actava shall only be liable for costs which are attributable to Regulated Materials either on or migrating from the Orbitron Materials Storage Parcel. In the event Roadmaster incurs any costs otherwise covered by Sec ...