Environmental Indemnity
Category: Environmental
ENVIRONMENTAL INDEMNITY
ENVIRONMENTAL INDEMNITY, is dated as of September 10, 2007 (this “Agreement”), by Pure Biofuels Del Peru S.A.C., a Peruvian corporation (“Pure Biofuels”) and Palma Industrial S.A.C., a Peruvian corporation (“Palma” and, together with Pure Biofuels, collectively, the “Indemnitors”), each having an office at Av. Canaval y Moreyra 380 of 402, San Isidro, Lima, Peru, in favor of Plainfield Special Situations Master Fund Limited, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), having an office at 55 Railroad Avenue, Greenwich CT 06830, for the benefit of the Creditors (as defined below).
RECITALS:
WHEREAS, Pure Biofuels Corporation, the Indemnitors, the lenders from time to time party thereto (the “Lenders”), and the Administrative Agent, as Lead Arranger have entered into a Loan Agreement, dated as of the date hereof (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), providing for the making of Loans to Borrowers, all as contemplated therein (the Lenders and the Administrative Agent, are herein called the “Creditors”);
WHEREAS, it is a condition precedent to the making of Loans under the Loan Agreement that Indemnitors shall have executed and delivered to the Administrative Agent this Agreement; and
WHEREAS, the forgoing recitals are intended to form an integral part of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, Ten Dollars ($10.00) paid in hand, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:
1. Definitions.
(a) The following terms shall have the meaning ascribed thereto:
“Administrative Agent” shall have the meaning provided in the first paragraph.
“Agreement” shall have the meaning provided in the first paragraph.
“Borrowers” shall have the meaning provided in the Recitals.
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“Environmental Law” shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards, or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or wells. Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes, and regulations, as may be enacted and promulgated from time to time: (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. §2061 et seq.); (v) the Clean Water Act (33 U.S.C. §1251 et seq.); (vi) the Clean Air Act (42 U.S.C. §7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C. 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 U.S.C. §1101 et seq.).
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