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HomeMy WebLinkAboutNotice of Successor to Marvel Real Estate Co. Michael Michael Best& Friedrich LLP r/ Attorneys at Lava Best Vincent M, Morrone T 414.277,3477 E vmmorrone@michaelbest.com August 7, 2018 VIA CERTIFIED MAIL/RETURN RECEIPT City of Oshkosh Pamela R. Ubrig, City Clerk 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 Re: Notice of Successor/Owner to Marvel Real Estate Co., LLC and Marvel Manufacturing Company, Inc, Dear Ms. Ubrig: Enclosed please find a copy of the Notice of Successor/Owner to each of Marvel Real Estate Co., LLC and Marvel Manufacturing Company, as required by the Environmental Indemnification Agreement dated August 4, 2005. Our client, Amada Holding Co., Ltd., will be sending the original Notice directly to you in the next few days. Please contact me at (414) 277-3477 if you have any questions, Sincerely, MICHAEL BEST & FRIEDRICH LLP Vincent M. Morrone VMM/wb Enclosure E.. v t 1 C 100 East Wisconsin Avenue, Suite 3300 Milwaukee,WI 53202 T 414.271.6560 I F 414.27T0656 michaelbest.com NOTICE OF SUCCESSOR/OWNER TO EACH OF MARVEL REAL ESTATE CO.,LLC AND MARVEL MANUFACTURING COMPANY, INC.PURSUANT TO THE ENVIRONMENTAL INDEMNIFICATION AGREEMENT DATED AUGUST 4,2004 City of Oshkosh Attn: Pamela R.Ubrig,City Clerk Mark Rohloff,City Manager 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 NOTICE is hereby given by the undersigned and each of the Marvel Companies (defined below), pursuant to Section 2 of that certain Environmental Indemnification Agreement (the "Indemnification AgiLellment"; a copy of which is attached at .Exhibit A), dated August 4, 2004 and recorded with the Register's Office of'Winnebago County, Wisconsin as Document No. 1330668), by and among Marvel Real Estate Co., LI-C, a Wisconsin limited liability company ("Marvel Real Estate"), and Marvel Manufacturing Company, Inc., a Wisconsin corporation ("Marvel Manufacturing" and together with Marvel Real Estate, the "Marvel Companies"), and the City of Oshkosh,a Wisconsin Municipal corporation(the"City"),to notify the City that, effective as OfJL1Iy 31, 2018, the undersigned became the -Successor/Owner" of each of the Marvel Companies, as a result Of the undersigned purchasing all of the issued and outstanding stock and membership interests, as applicable, in the Marvel Companies. The record owner of tile Property (as defined in the Indemnification Agreement) remains Marvel Real Estate, and the purpose of this notice is to notify the City that the ownership of the Marvel Companies has changed,effective as Of July 31,2018. For the avoidance of doubt, this notice is being sent within 15 days of tile undersigned assuming said "Successor/Owner" status with respect to the Marvel Companies, meaning the undersigned shall be entitled to all protections of indemnification given to the Marvel Companies by the City pursuant to Section 2 of the Indemnification Agreement and all terms, conditions and provisions of tile - Indemnification Agreement remain in full force and effect as of the date hereof, and will continue to remain in full force and effect after the date hereof. Dated as of the 7th day cal`August,2018. UNDERSIGNED: AMADA I IOLDINGS CO., I-A'D., as Suceessor/Owner of the Marvel Companies By:_. Name: Tsutomu Isobe Title: President and Representative Director 2 Exhibit A Coley ofEnvirorunental Indemnification Agreement [See attached] r i c c C w � Indemnification Agreement DcumcntNumber ",Title of Document REGISTER'S OFFICE WINNEBAGO COUNTY, WI RECORDED ON 10/08/2004 12:38PM SUSAN WINNINGROFF REGISTER OF DEEDS RECORDING FEE 31.00 TRANSFER FEE #OF PARS it 1 i Recording Area Name and Return Address Harold A.Laufer,Esq. Davis&Kuelthau,s.c. 111 E.Kilbourn Avenue,Suite 1400 Milwaukee,W1 53202-6613 914-1362-000 and 914-1368-0200 Parcel Identification Number(FIN) C 1 r t 1 This document was drafted by: Arthur J. Harrington Godfrey&Kahn 780 North Water Street ,Milwaukee, W1 53202-3539 Sp� 11417861 W64004 wwmiaroproforrm,corn ¢ ' E , ENVIRONMENTAL INDEMNIFICATION AGREEMENT THIS ENVIRONMENTAL INDEMNIFICATION AGREEMENT (this "Agreemene') is made and entered into as of this _M day ow 2004, by the City of Oshkosh, a Wisconsin municipal corporation (the "City"), for the benefit of MARVEL REAL ESTATE CO., LLC, a Wisconsin limited liability company ("Marvel Real Estate"), and MARVEL MANUFACTURING COMPANY, INC., a Wisconsin corporation ("Marvel Manufacturing"). (Marvel Real Estate and Marvel Manufacturing are related entities and shall sometimes collectively be referred to herein as the"Marvel Companies"). RECITALS WHEREAS, on July 22, 1981, Armstrong-Blum Manufacturing Company, an Illinois corporation ("Armstrong-Blum"), purchased approximately 26.18 acres of City-owned real property located in the South Industrial Park in the City of Oshkosh, Wisconsin, as more particularly described on Exhibit A attached hereto and incorporated herein (the "Property"), from Chamco, Inc., a Wisconsin non-profit corporation ("Chamco"), who had an exclusive option to sell all of the industrial park la-nds.owned by the City. WHEREAS, from approximately 1964 to 1973, the City Owned and operated a certain sanitary landfill (i.e., Timmerman Farms Landfill) on the northeast portion of the Property (the "Landfill"). WHEREAS, as a condition to Armstrong-Blum purchasing the Property, Armstrong- Blum required the City to make certain guarantees for the benefit of Armstrong-Blum regarding any present or future environmental condition emanating from or resulting from the Landfill, the terms of which are set forth in that certain Agreement dated as of October 25, 1979 by and between the City and Chamco,attached hereto and incorporated herein as Exhibit B. WHEREAS, Armstrong-Blum ��r Marvel Manufacturing have entered into a certain Marvel Manufacturing aof 2004, pursuant to which Armstrong- Asset Purchase Agreement date Blum has agreed to sell to Marvel Manufa Marvel Manufacturing has agreed to purchase from Armstrong-Blum, substantially all of the assets owned or used by Armstrong- Blum in the conduct of its industrial metal cutting machine business(the"Business'). WHEREAS, simultaneously with the Asset Purchase Agreement, Armstrong-Blum and Marvel Real Estate entered into a certain Real Estate Purchase Contract, pursuant to which Armstrong-Blum agreed to sell to Marvel Real Estate, and Marvel Real Estate agreed to purchase from Armstrong-Blum,the Property and all of the buildings and improvements located thereon. WHEREAS, as set forth in the Asset Purchase Agreement, the closings of the Asset Purchase Agreement and the Real Estate Purchase Contract shall close simultaneously,however, neither of the agreements shall close unless both of them shall close simultaneously. WHEREAS, as a condition to Marvel Manufacturing consummating the transactions contemplated in the Asset Purchase Agreement (and, consequently, the consummation of the transactions contemplated in the Real Estate Purchase Contract by Marvel Real Estate), Marvel Manufacturing shall have obtained such assurances as Marvel Manufacturing deems necessary obligating the City to indemnify it from and against any and all liabilities associated with any present or future envirom-nental condition emanating from or resulting from the Landfill. NOW THEREFORE, in consideration of Marvel Manufacturing purchasing substantially all of the assets of Armstrong-Blum (and thereby continuing the Business within the City of Oshkosh) and,in conjunction therewith,Marvel Real Estate agreeing to purchase the Property, both of which the Marvel Companies would not be willing to do so in the absence of and execution of this Agreement by the City, and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged,the City, intending to be legally bound, hereby agrees as follows: 1. Recitals. The recitals set forth above are true and correct and are by this reference incorporated herein. 2. Indemnification. The City covenants and agrees, at its sole cost and expense,to indemnify and save Marvel Manufacturing and Marvel Real Estate harmless from and against any and all claims,demands, liabilities, causes of action, suits,judgments,costs, damages, fines, penalties and expenses(including reasonable attorneys' fees)which may at any time be imposed upon, incurred by, asserted against or sustained by Marvel Manufacturing and/or Marvel Real Estate, that arise from or in connection with any present or ftiture contamination, chemical reaction or any other environmental condition caused by or from the Landfill and affecting all or any portion of the Property. The indemnification obligations of the City hereunder shall run,with the land and shall inure to the benefit of Marvel Manufacturing and Marvel Real Estate and their respective successors and assigns, and any and all future owners of all or any portion of the Property (hereinafter collectively referred to as "Successors/Owners") provided the Successors/Owners give written notice to the City of their status as Successors/Owners within 15 days of assuming said status. The failure of the Successors/Owners to give such notice shall deprive said party of any protections of indemnification under this paragraph. 3. Indemnification kimitatibia, The indemnification obligations of the City set forth in Paragraph 2 above shall not be construed to include matters that have been caused by, affected by or exacerbated by the occupancy of the Property by Armstrong-Blum, the Marvel Companies or their Successors/Owners (hereinafter collectively referred to as the "Covered Companies"), or the conduct or actions of the Covered Companies or their respective employees,agents,contractors,subcontractors,invitees or licensees. 4. Authority; Binding Effect. The City represents and warrants to Marvel Manufacturing and Marvel Real Estate that the City has full authority to execute and deliver this Agreement and to perform all of its covenants and obligations as set forth hereunder, This Agreement has been duly executed and delivered by the City and constitutes the valid, legal and binding obligations of the City enforceable against the City in accordance with its terms. 51 Construction. This Agreement is the result of negotiations between the City and representatives of the Marvel Companies, neither of whom has acted under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be construed in accordance with their usual and customary meanings. Each -2. N.\DOCS\WSL\GBNERAL\10003707.DOC of the Marvel Companies and the City hereby waive e the application of any rule of law that otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney)prepared the executed Agreement or any earlier draft of the same. 6. Sovereign Rights. Provided the scope of the indemnity provided in this Agreement to the Marvel Companies and the Successor Owners is not diminished, nothing in this Agreement shall affect any rights or protections that are afforded the City in its status as a governmental entity under Wisconsin law including, but not limited to, those rights delineated under Wis. Stat. §893.80. 7. Remedies. This Agreement is subject to enforcement at law and/or equity, including actions for damages and/or specific performance. 8. Severability. If any provision of this Agreement or any portion of any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not alter the remaining portion of such provision,or any other provision hereof, as each provision of this Agreement shall be deemed severable from all other provisions hereof. 9. Amendment, This Agreement cannot be altered or amended except pursuant to an instrument,in writing,signed by each of the Marvel Companies and the,City.' 10, Governing Law, This Agreement shall be governed by and be construed in accordance with thelaws of the State of Wisconsin. IN WITNESS WHEREOF, the City has executed this Agreement on the date first above written. The City acknowledges receipt of a copy of this Agreement at The time of execution hereof. CITY: CITY OF OSHKOSH By: 7�11,11 Name: Richard A- Wollanqk Tit] M City anager And: MW843331-3.DOC are—TT7.--UbMr, City'G1 erk -3 - STATE OF WISCONSIN) )SS. WINNEBAGO COUNTY) Personally came before me this 4`r' day of August 2004, RICHARD A. WOLLANGK, CITY MANAGER, and PAMELA R.UBRIG, CITY CLERK,of the City of Oshkosh, to me known to be such persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority,for purposes therein contained. Warren P.Kraft Notary Public,Wimiebago County,WI My Commission is permanent . a MARVEL REAL ESTATE: MAVE REA CO.,LLC By:: John Petek,Member MARVEL MANUFACTURING: MARVE MA OF G COMPANY, INC. B : -1 N John Petek,President STATE OF WISCONSIN )SS. MILWAUKEE COUNTY ) Personally came before me this AN,ay of August 2004, John Petek, a Member of Marvel Real Estate Co., LLC and President of Marvel Manufacturing Company, Inc., to me known to be such person and officer who executed the foregoing instrument and acknowledged that he executed the same as such officer by its authority, for purposes therein contained. rtld'X.Laufer/ otary Public, ilwaukee(County My Commission is permanent. EXHIBIT A PROPERTY DESCRIPTION A part of the Northwest Quarter(NW 1/4)-of the Southeast Quarter (SE 1/4) of Section Two (2), Township Seventeen (17) North, Range Sixteen (16) East, Town of Nekinii, Winnebago County, Wisconsin, containing 6.138 Acres of land and being described by: Commencing at the center of said Section 2, thence S. 010-14'-21" W. 331.54 feet along the West line ofthe SE 1/4ofsaid Section to the true point of beginning,thence S. 89'-57'-11"E. 794.55 feet along the South line of the N 1/2 of the N 1/2 of the N 1/2 of the SE 1/4 of said Section 2 to a point on the West line of the proposed extension of Marvel Drive,thence S, 011- 18'-54"W.336.71 feet along the West line of the proposed extension of Marvel Drive,thence N. 890-57'-1 V W. 794.10 feet to a point on the West line of the SE 1/4 of said Section 2,thence N. 010-14'-21"E. 336.70 feet, recorded as N. 01'43'40"E., along the West line of the SE 1/4 of said Section 2 to the true point of beginning,now in'the City of Oshkosh. EXHIBXT B AGREEMENT DATED AS OF OCTOBER 25,1979 _g_ Exhibit B AGREEMENT 031S AGRSMOU, made and entered inter this, a,�'�day of October, 1979, by and between the City of Oshkosh, a Dhmiclpal Corporation, hereinafter referred to as "City", and Chamo, Inc., a Wisconsin non-profit corporation, hereinafter referred to as "Chamco", fox the benefit of Armstrong Blum Manufacturing Co, hereinafter referred to as "Buyer" WNER%AS, Cbamoo has an opportunity to sell certain City-caned land located in the South Industrial park to Armstrong BUn Manufacturing Co.; Chance having the exclusive option over all industrial park lands o,med by tha City of Oshkosh; and MEFFAS, as a condition of sale, Ch m o has regueated the City to M-*e certain guarantees to it for the benefit:of Buyer regarding the quality of the land concerning in said transaction; and Sti'KEWMS, the City is interested in selling said land through Chan= to Buyer; and WMWAS, Buyer will not purchase said land without such guarantees, NOW, THEREFORE, IT IS AGREED BY AND BtTeM THE p11RTXFS THAT: I. On behalf of the City, Cha*nco will sell certain lands in the South' Industrial park to Armstrong Blue Manufacturing Co. Z, In consideration of said sale, the City agrees to be responsible for any present or future contamdrnation, chemical reaction or other ccndition caused by or emanating from the sanitary landfill cells and any daneges sustained by the Buyer as a result thereof; and to hold the Buyer harmless frrmr.anyland all expense incurred, 'liability ismosed or damages sustained as a result of action taken by any governmental .authority or any other person,or entity concerning such contamination, ` chendcal reaction or other condition caused by or from said sanitary .landfill cells, 3. The City of Oshkosh agrees to authorize the irrplenentation of all reco:mendations of soil Testing Services of Wisconsin, Inc., in regard to the venting of gases from the Four (4) sanitary landfill cells as contained in the report of Soil Testing Services of Wisconsin, Inc. to the City of Oshkosh issued on or about Oct.cber 11, 1979; and to cause construction of sudi venting devices to be coupleted on or before February 1, 1980. "'C. CITY OF OSHKOSH By- x J. D is By lei�+�s ^�f Oav Px�s ent Warren D. Renando yry hssistant City Mnager By q�rsC rC. Na,.s,;Iya y. Cm Secret �C?erk I I I i • I 1 } r Atli srsts atsuvto ran uraaamc bra 'I t" � ti 1te81nwr'a pitttw i s Wlrtltobnyo County,Will. THIS INDQNTVRE,Msdtlhh.._..,2.xnd____dayref._^_.„,.....:akt.kY..._. nwelylad f ruaord t, _.. .. A. 19A1,„,bttw«n...Clal)k1�Q,,,,d.�tC,._.1_ti>tv.Cpnsirl....G.pz&.axe . thl noy of t __.._._.,._....................._,..................._............._.,..............._.._... . ; { ! .............„»........_....»..._...».,.,,,..»__,.„....,.�_....„.,,....,..,»......„.._»«..,.,....,..-.,,..se Corinud taw A .,l0 �dt duty urllnnicad and oialing under and by virtu,of the hrwc of tite Stale of Wiuwtrlu,locdtell e ti at._,._,...._.h 9. 52,Y�1._._.. ._ ... ,_, Wi8C4nhi1,,party of the first put and l� �nt�sxnai��-,>�z,.urn„rzr+�.err•,�,c�,'.us.zra�.._c.Qz�.e,�r�,X..„_.,,,„,,.....,..,_....__.,,. " -....,,,.,,...._,..,.,.,..__„__-,,,...._.,_..,.,._._..._...._...,_.»...__....:..._,......,..__--__..._.,._...,,.,, lafcisrla or oeEos ' Part,y.•.•...of the second put, tt7QlIQ 70 f- 0 W 1 It In a a a e f h, Thet the said patty of the lost put, fat slid fro consideration of the sum of..,QfA!19...MQUAX:....t111d.,,52 )112X..9(7QS�,.I#Qt Yf�.X li.�)zx.e......... i "'=�"=�`.'"=-'"W:.,`"`.`-. �.-.-'•`..."_`:'::.:.-_^..-,lo it paid by this raid p■rl,1t_,....01 the strand part,the recetpt whereat 1.he"by ,� rioefwed and acknowledged, has given,granted, baphttd, mid,retorted,released,aliened,couveytd and confirmed,and by these prvatls •,t does give,tent, bargain,stir,remht, release,alien,convty and confirm unto the■•ld put.Y-.-,of the amond patt,.l.tS.htJn and ico It ' rottvtt,the following dexclbtd real estate or oatnd In the County of,._Winnehag.0_„_,,..,,cad State of Wlxonsin,to•wite A part of the Northwest Quarter (N(9l) of the Southeast Quarter (SEIZ) of II Section Two. (2) , Township Seventeen (17) North, Range Sixteen (16) East, Ii Town of Nekimi, Winnebago County, Wisconsin, containing 6.138 Acres of land if and being described by: Commencing at the center of said Section 2, fhence S. 010-141-2111 W. 331.54 feet along the West lane of the SE$ of said Sec- tion 2 to the true point of beginning, thence S. 890-•57e-13." E. 794.55 it feet along the South lin(j of the Nos of the " of Lhe Nis of the SE, of said t Section 2 to a poin� n' the West line of the proposed extension of Marvel Drive, thence S. 01 -181-54" W. 336.71 feet along the West line of the proposed extension of Marvel, Drive, thence N. 09 ^57t-li" W. 794.10 feet t a point on the West line of the SEIg of said Section 2, thence N. 01e-141- 21" E. 336.70 feet, recorded as N. 020-131-40" a., along the West line of G the SEy of said Section 2 to the true point of beginning., now in the City ection 77,25(3),(Ir Nliczasnnr,CONTINUS DUCRUMON ono RAVElae SiDC) of Oshkosh. "`a "t t�ttrwhhsllaudalntutnrtiwherrthtamtuleis"dappurttnantts MtttumobtlanKingnrinanywileappettelnfut;nnd All the estate right,title.latere■I,tialm or dernuld whatsoever,of the said Patty of the first pstt,usher iA law or equity,tittry in posuuion of espettancy of,in and to tkt above bugainul presidts,and their htrtditlamenta and apyurtctuneta. To llasa and To Hold the wild pirnllus as above dextitotd with the htredilaments and appurleusnce■,unto the said part,.Y__.,of the second purl,anti to..«_,its.,»hehs and a sitns rottEvErt, i iAnd this _..._.._..,,.....„............................. ,,,.. __,,....-,_.._...»..,._..._.__...»_..:,„..-,._ .. _....._.....,.„,.___ _ -_.__.., . ,._ ,_.....,.. lusty lit the lrrt (nu 1,for iest•1f will Its uvmssois.dory tuvcnant,grant, bugaln and agree to and with the acid Par(y..-of tho E arcond oft,.._....„...?kit„»...,..,___.htiu And assltne,that at the time of the crotallug and delivery of these prfatnit it Is wtit■cited of the premlus above dtwribcd,as of a good,sure,pv(ecl,absolute and Indefeasible estate of inheridwte In the law,tea fin simple,and that the n saint are free and der front all Inrnmbrancta, .._.....,...,.._.._._.....,..,_._....,,,,.,..,............. ..,.,,._,..._,....«..,......,_,...,__.„....._....„..,...,,,...,..,,,,,_,.„..»,,..,»,_...,.,. { ...,. ..__...». and that(lie above bargained povaha In the quiet and peauable Pitsion of(lie*aid patty»._.»_or this eccond part,..ltSheba and oulgm, i tegaiust A)i and evtry person of peroans Iawhdly chinJng astiUvfit or any parr thercal,it will lareytr WAIMANT AND DEFEND. In Wftnass Whereof,tbesalJ.....C�1 '(,(,,Q,r,... .N.G`..,'"_:.."...., , . ........... ',uitlilAuuir " tarty of the lint part,hut coosed these presents lu . ,.f.�"r'�tl' �Y1y111enT„'�qii+i coullaressnedby._...P,f4,tXU.)C,..i1.......u4aX.fJ1AUt.SSI'tA.......... ... its5ecrotnr ni......f)IhkQ$h,..,.... /,+•".+fj �.a1•,'h• ? Wisaooslo,and III corpomle stul to he hereunto latticed,Ild%_.f.4. �'} ! Jay SIGNED AND SEALED 1N PRFAENCFi OF Cli CQr INC. + It /Iti` r f ...,.......,...,. _...... .............................. .&M.(tX. ...�1!c,..O.�7x, • Ct1UN'!/g I f r � 7 el�...._................. STATE OF WISCONSIN, Pctsonally come Mats,me,thts_.__....__.._•dtyof.,,,_14AYr._.......A.D.,t9,I..,_..._....0_99.t W,t.41a_rriilgton ._...............,v,».._,.,.,,,..,..........._..._,...,....»,.._.•..I"taldrnt,und,..,..,�?a.�t3c)4,.,3..,..YmxCatltexen_,...Socrtmry of the ubova t namtd Cutpuralion,to me known to be the puaona who suit to mehovww rand,.„...........................__..,..,5tcretwry at raid Cor•puraelu�,`�tM.`r�hrdjl^hbldf{;d ingt Ihay exttutn!eht iort�ohtg tnattumenl ni iuth Vifittr�ae Ihu ,Ictd lit n1,]Corlwrcilan,by.iif authority, ,...,01 /It. p�QT,4 h t t .GftXAl d.. Th(s Instrument drattedby 'fe. I'� •ti•,f olaryrobve..._,__.W.(.n•pCba.go..,...._._County,WIN, AT'TORNLY GARY. R. YAKES_,.._ ....,.... eFriOi{: s"! MyCammtutaA(EaP4.)(1rs)S —te_._'�—•—•--••••=="-,-x.—..aa..vmt2tt Y✓.Natrs^r.CG:usmA.ocsmsc� ,sari petits 9,00Oak(1)of i-P.1M Slum. wad Fln'IdMostry a lb4t HI Imuumrau 1.h rearordd sb 11 ha.s sbtolr;.listed ar NO.nrhuo A.'"A tbt .. i MMACOA AMADA HOLDINGS CO., LTD. mm|:mme.|,eovw.nanagawm JAPAN u5+11ao TEL:+u1(o)4ozss1111 unu:httpmw°w.ummdaxmumgw.ovJP City ofOshkosh (August 7, 2018) Attn: Pamela F<. Ubrig. City Clerk Mark Roh|off, City Manager 215 Church Avenue, P.O. Box 1130, Oshkosh VV| 549O3-113O, the U.S.A. Re: Notice of Successor/Owner Dear Ms. Ubri8and Mr. RoNoff' VVe are "Ammda Holdings Co., Ltd." and have recently acquired any and all issued and outstanding shares and membership interests ofMarvel Manufacturing Company, Inc. and W1anx*| Real Estate Co., LLC. respectively. ` Pursuant to Article 2 of"Environmental Indemnification Agreement" dated August 4, 2004 entered into by the City ofOshkosh, Marvel Manufacturing Company, Inc.,and Marvel Real Estate Co.,LLC,o copy Vf which is attached hereto(the"Agreement"), we send you a written notice entitled "Notice of Successor/Owner to Each of Marvel Real Estate Co., LLC and Marvel Manufacturing Company, Inc.pursuant tothe Environmental Indemnification Agreement dated August 4. 2004" (the "Nndoe"), as enclosed herein. The purpose of the Notice is for us to be entitled to all protections of indemnification given by the City of Oshkosh to K8anx*| Real Estate Co.. LLC and Marvel Manufacturing Company, Inc. pursuant to Article 2 of the Agreement. If you have any question on this matter, pleased don't hesitate to let me know. With best regards, Amedo Holdings Co., Ltd. Masayo [Snhma. Legal Affairs Dept. Email: . Tel: +81-463-96-3343 MMADA AMADA HOLDINGS CO., LTD. 200 Ishida,Isehara,Kanagawa JAPAN 259-1196 TEL:+81(0)463 961111 URL:http://www.amadaholdings.co.jp Attachments: an original of the Notice a copy of"Environmental Indemnification Agreement" 2/2 NOTICE OF SUCCESSOR/OWNER TO EACH OF MARVEL REAL ESTATE CO.,LLC AND MARVEL MANUFACTURING COMPANY, INC. PURSUANT TO THE ENVIRONMENTAL INDEMNIFICATION AGREEMENT DATED AUGUST 4, 2004 City of Oshkosh Attn: Pamela R. Ubrig, City Clerk Mark Rohloff, City Manager 215 Church Avenue P.O. Box 1130 Oshkosh, WI 54903-1130 NOTICE is hereby given by the undersigned and each of the Marvel Companies (defined below), pursuant to Section 2 of that certain Environmental Indemnification Agreement (the "Indemnification Agreement"; a copy of which is attached at Exhibit A), dated August 4, 2004 and recorded with the Register's Office of Winnebago County, Wisconsin as Document No. 1330668), by and among Marvel Real Estate Co., LLC, a Wisconsin limited liability company ("Marvel Real and Marvel Manufacturing Company, Inc., a Wisconsin corporation ("Marvel Manufacturing" and together with Marvel Real Estate, the "Marvel Companies"), and the City of Oshkosh, a Wisconsin municipal corporation(the"City"),to notify the City that, effective as of July 31, 2018, the undersigned became the "Successor/Owner" of each of the Marvel Companies, as a result of the undersigned purchasing all of the issued and outstanding stock and membership interests, as applicable, in the Marvel Companies. The record owner of the Property (as defined in the Indemnification Agreement) remains Marvel Real Estate, and the purpose of this notice is to notify the City that the ownership of the Marvel Companies has changed, effective as of July 31,2018. For the avoidance of doubt, this notice is being sent within 15 days of the undersigned assuming said "Successor/Owner" status with respect to the Marvel Companies, meaning the undersigned shall be entitled to all protections of indemnification given to the Marvel Companies by the City pursuant to Section 2 of the Indemnification Agreement and all terms, conditions and provisions of the Indemnification. Agreement remain in full force and effect as of the date hereof, and will continue to remain in full force and effect after the date hereof I Dated as of the 7th day of August,2018. UNDERSIGNED: AMADA HOLDINGS CO., LTD., as Successor/Owner of the Maivel'Cornpanies By:- NaMe: Tsutomu Isobe Title: President and Representative Director 2 Indemnification Agreement DocurnentNumber Title of Document REGISTER'S OFFICE WINNEBAGO COUNTY, WI RECORDED ON 10108/2004 12:38PM SUSAN WINNINGNOFF REGISTER OF DEEDS RECORDING FEE 31.00 TRANSFER FEE # Dif PAGES 11 Recording Area Name and Return Address Harold A.Laufer,Esq. Davis&Kuelthau, s.c. 111 E. Kilbourn Avenue, Suite 1400 - Milwaukee, Wl 53202-6613 914-1362-000 and 914-1368-0200 Parcel identification Number(PIN) I I i 4: i t c f i E This document was drafted by: Arthur J. Harrington Godfi-ey&Kahn 780 North Water Street Milwaukee, Wl 53202-3539 r INF(f�} �ry(� 4 i t(J6' jN4 www.infoproforms.com ENVIRONMENTAL INDEMNIFICATION AGREEMENT THIS ENVIRONMENTAL INDEMNIFICATION A�REEMENT (this "Agreement") is made and entered into as of this ._V_t1*­ day A.0, 2004, by the City of Oshkosh, a Wisconsin municipal corporation (the "City"), for the benefit of MARVEL REAL ESTATE CO., LLC, a Wisconsin limited liability company ("Marvel Real Estate"), and MARVEL MANUFACTURING COMPANY, INC., a Wisconsin corporation ("Marvel Manufacturing"), (Marvel Real Estate and Marvel Manufacturing are related entities and shall sometimes collectively be referred to herein as the"Marvel Companies"). RECITALS WHEREAS, on July 22, 1981, Armstrong-Blum Manufacturing Company, an Illinois corporation ("Armstrong-Blum"), purchased approximately 26.18 acres of City-owned real property located in the South Industrial Park in the City of Oshkosh, Wisconsin, as more particularly described on Exhibit A attached hereto and incorporated herein (the "Property"), from Chameo, Inc., a Wisconsin non-profit corporation ("Chameo"), who had an exclusive option to sell all of the industrial park lands ownedby the City. WHEREAS, from approximately 1964 to 1973, the City owned and operated a certain sanitary landfill (i.e., Timmerman Farms Landfill) on the northeast portion of the Property (the "Landfill"). WHEREAS, as a condition to Armstrong-Blum purchasing the Property, Armstrong- Blum required the City to make certain guarantees for the benefit of Armstrong-Blum regarding any present or future environmental condition emanating from or resulting from the Landfill, the temis of which are set forth in that certain Agreement dated as of October 25, 1979 by and between the City and Cbamco, attached hereto and incorporated herein as Exhibit B. WHEREAS, Armstrong-Blum and Marvel Manufacturing have entered into a certain Asset Purchase Agreement dated as of_LNUAt_�, 2004, pursuant to which Armstrong- Blum has agreed to sell to Marvel ManufaUuring, and Marvel Manufacturing has agreed to purchase from Annstrong-Blum, substantially all of the assets owned or used by Annstrong- Blum in the conduct of its industrial metal cutting machine business(the"Business"). WHEREAS, simultaneously with the Asset Purchase Agreement, Annstrong-Blum and Marvel Real Estate entered into a certain Real Estate Purchase Contract, pursuant to which Armstrong-Blum agreed to sell to Marvel Real Estate, and Marvel Real Estate agreed to purchase from Armstrong-Blum, the Property and all of the buildings and improvements located thereon. WHEREAS, as set forth in the Asset Purchase Agreement, the closings of the Asset Purchase Agreement and the Real Estate Purchase Contract shall close simultaneously, however, neither of the agreements shall close unless both of them shall close simultaneously. WHEREAS, as a condition to Marvel Manufacturing constumating the transactions contemplated in the Asset Purchase Agreement (and, consequently, the consummation of the transactions contemplated in the Real Estate Purchase Contract by Marvel Real Estate), Marvel Manufacturing shall have obtained such assurances as Marvel Manufacturing deems necessary obligating the City to indemnify it from and against any and all liabilities associated with any present or fixture environmental condition emanating from or resulting from the Landfill, NOW THEREFORE, in consideration of Marvel Manufacturing purchasing substantially all of the assets of Armstrong-Blum. (and thereby continuing the Business within the City of Oshkosh) and, in conjunction therewith, Marvel Real Estate agreeing to purchase the Property, both of which the Marvel Companies would not be willing to do so in the absence of and execution of this Agreement by the City, and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the City, intending to be legally bound, hereby agrees as follows: 1. Recitals. Tbe recitals set forth above are true and correct and are by this reference incorporated herein, 2. Indemnification. The City covenants and agrees, at its sole cost and expense, to indemnify and save Marvel Manufacturing and Marvel Real Estate harmless from and against any and all claims, demands, liabilities, causes of action, suits,judgments, costs, damages, fines, penalties and expenses (including reasonable attorneys' fees) which may at any time be imposed upon, incurred by, asserted against or sustained by Marvel Manufacturing and/or Marvel Real Estate, that arise from or in connection with any present or future contamination, chemical reaction or any other environmental condition caused by or from the Landfill and affecting all or any portion of the Property. The indemnification obligations of the City hereunder shall run with the land and shall inure to the benefit of Marvel Manufacturing and Marvel Real Estate and their respective successors and assigns, and any and all future owners of all or any portion of the Property (hereinafter collectively referred to as "Successors/Owners") provided the Successors/Owners give written notice to the City of their status as Successors/Owners within 15 days of assuming said status. The failure of the Successors/Owners to give such notice shall deprive said party of any protections of indemnification under this paragraph. 3. Indemnification Limitation. The indemnification obligations of the 'City set forth in Paragraph 2 above shall not be construed to include matters that have been caused by, affected by or exacerbated by the occupancy of the Property by Armstrong-Blum, the Marvel Companies or their Successors/Owners (hereinafter collectively referred to as the "Covered Companies"), or the conduct or actions of the Covered Companies or their respective employees, agents, contractors, subcontractors, invitees or licensees. 4. Authority; Binding Effect. The City represents and warrants to Marvel Manufacturing and Marvel Real Estate that the City has full authority to execute and deliver this Agreement and to perform all of its covenants and obligations as set forth hereunder. This Agreement has been duly executed and delivered by the City and constitutes the valid, legal and binding obligations of the City enforceable against the City in accordance with its terms. 5. Construction. This Agreement is the result of negotiations between the City and representatives of the Marvel Companies, neither of whom has acted Under any duress or compulsion, whether legal, economic or otherwise. Accordingly, the terms and provisions of this Agreement shall be construed in accordance with their usual and customary meanings, Each NAD0CS\WSL\GENERAL\J 0003707.DOC of the Marvel Companies and the City hereby waive the application of any rule of law that otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney)prepared the executed Agreement or any earlier draft of the same. 6. Sovereign Rights. Provided the scope of the indemnity provided in this Agreement to the Marvel Companies and the Successor Owners is not diminished, nothing in this Agreement shall affect any rights or protections that are afforded the City in its status as a governmental entity under Wisconsin law including, but not limited to, those rights delineated under Wis. Stat. §893.80. 7. Remedies, This Agreement is subject to enforcement at, law and/or equity, including actions for damages and/or specific performance. 8. Severability. If any provision of this Agreement or any portion of any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, such invalidity, illegality or unenforccability shall not alter the remaining portion of such provision, or any other provision hereof, as each provision of this Agreement shall be deemed severable from all other provisions hereof. 9. Amendment, This Agreement cannot be altered or amended except pursuant to an instrument,in writing, signed by each of the Marvel Companies and the City. 10. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Wisconsin. IN WITNESS WHEREOF,the City has executed this Agreement on the date first above written. The City acknowledges receipt of a copy of this Agreement at the time of execution hereof. CITY: CITY OF OSHKOSH By: Name: Richard A. Wollangk- Title: ,CJTt,, Manager And:`" MW843331-3.DOC .PamelT R. ubrig-, City-Clerk - - 3 - STATE OF WISCONSIN) ) SS. WINNI,BAGO COUNTY) Personally came before me this 4`t' day of August 2004, RICHARD A. WOLLANGK, CITY MANAGER, and PAMELA R. UBRIG, CITY CLERK, of the City of Oshkosh, to me known to be such persons and officers who executed the foregoing instrument and acknowledged that they executed the same as such officers by its authority, for purposes therein contained. Warren P. Kraft Notary Public,Winnebago County, WI My Commission is permanent 4 MARVEL REAL ESTATE: MA RVE REA CO. L�LpC By: John Petek,Member MARVEL MANUFACTURING: MARVE MA OF , . ING COMPANY, INC. By:____ eJ Jolui Petek,President STATE OF WISCONSIN ) ) SS. MILWAUK.EE COUNTY ) Personally came before ine this lay of August 2004, John Petek, a Member of Marvel Real Estate Co., LLC and President of Marvel Manufacturing Company, Inc., to me known to be such person and officer who executed the foregoing instrument and acknowledged that he executed the same as such officer by its authority, for purposes therein contained. r ld A. Laufer otary Public, ilwaukee County My Commission is permanent. EXHIBIT A PROPERTY DESCRIPTION A part of the Northwest Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section Two (2), Township Seventeen (17) North, Range Sixteen (16) East, Town of Nekimi, Winnebago County, Wisconsin, containing 6.138 Acres of land and being described by: Commencing at the center of said Section 2, thence S. 011-14'-21" W. 331.54 feet along the West line of the SE 1/4 of said Section 2 to the true point of beginning, thence S. 89'-57'-1 1"E. 794,55 feet along the South line of the N 1/2 of the N 1/2 of the N 1/2 of the SE 1/4 of said Section 2 to a point on the West line of the proposed extension of Marvel Drive, thence S. 011- 18'-54" W. 336.71 feet along the West line of the proposed extension of Marvel Drive,thence N. 890-57'-1 1"W. 794.10 feet to a point on the West line of the SE 1/4 of said Section 2, theme N. 01 0-14'-21" E. 336,70 feet, recorded as N. 01'-1 3'-40" E., along the West line of the SE 1/4 of said Section 2 to the true point of bcgir.ning,now in the City of Oshkosh. - 5 - EXHIBIT B AGREEMENT DATED AS OF OCTOBER 25, 197:9 -6 - Exhibit B AGREBMBNT THIS AGRCMU'tr, n k1de and entered into this ch° day of October, 1979, by and bebteen the City of Oshkosh, a Municipal Corporation, hereinafter referred to as "City", and chamoo, Inc-, a Wisconsin non-profit corporation, hereinafter referred to as "Chamao", for the benefit of Armstrong Alum Manufacturing Co, hereinafter referred to as "Buyer". WHEFEA.S, Chamco has an opportunity to sell. certain City-owned land located in the South Industrial Park to Armstrong Blurs Manufacturing Co.; Chamx:•o having the exclusive option over all industrial park lands Owned by the City of oshkosh; and WHEREAS', as a condition of sale, Chamxxa has xiequested the City to m--*e certain q arantees to it for the berrefi.t of Buyer regarding the quality of the land concerning in said transaction; and MEW-AS, the City is interested in selling said land through Chamco to Buyer; and WHEIEAS, Buyer will not purchase said land without_ such guarantees. NC7W', IT IS AGICEp BY AND BMWEM TuC j?IUU f.ES THAT: 1. On behalf of the City, ChDMO i Will sell certain lands in the South Industrial park to Awnt.rong Blum Manufacturing Co. 2, in consideration of said sale, the City agrees to be responsible for any present or future contaudnation, chemical reaction or other condition caused by or ensnating from the sanitary landfill, cells and any damages sustained by the Buyer as a result thereof; and to hold the Buyer harmless frrmn any and all expense incurred, liability iipozed or damages sustained as a result of action taken by any governmental authority or any other person.or entity concerning such mnt ination, chemical reaction or other condition caused by or from said sanitary landfill calls, 3. The city of Oshkosh agrees to authorize the i.nplementation of all reaomsendations of Soil Testing Services of Wisoonsin, Inc., in .regard to the venting of gases from the Four (4) sanitary landfill cells as contained in the report of Soil Testing services of Wisconsin, Inc. 2 to the City of O-Wikosh issued on or. about October 11, 1979; and to cause construction of suc}i venti-139 devices to be COnpleted on or before February 1, 1980. INC. CITY OF OSHKOSII Bye d• B is I'resz"ant Warren D. Renando Assistant City Manager atra.c)c J. Vercauteren Com�:rse C. NrZrScs�Cwtrk Secretary a,�l t.In• tVgat.vnlylr•s...euftnt : �/_ (/ I�r'C•jjG11Ii`j 11113 SrA:C2 oFSERVEO►oR RF.00AplNC DATA Y .... THIS .t..N_.D...8.e.N...r.,.u...l,.i.t...,..Moore lltr...,_.«..,Z...,.r.T,.......,.,.....F�...d.,a..yar...S.,..fT,+S.fM_,An,A..S..w3..1A....N.)l.,Yh C.^,•1n.CX.�tfaatn�.,....A. Wiranobng oCounty,W h. m. ...... 4.`S" Awety dA.D. 19.01— J..... this Day OT ................... ......... ...,............,..» . . . , ,.n Corl,nrtoian Ct (. l a duly urgani.ed and existing under red by virtue of thclawA of silo Slate of 1Yiscvnaiu,hx+to A 19Alil a'alaak f�M `t at................. �7....,,....,,....,..,..........................,......1Virruuxin, party of the first part and 1 7�zuasxRON .-S1z,.vM...NJ�X9.ucX� C-00,1V 1NX....................... »........._.................................................__.,_,.., r .......................»,...,....,........,....,..,..................,.._.... FlECISFER OF DEEDS I .........._......_,__..,......................................._.................,..._... •.,.,............,..,...,...,......,...,.,,........,...,..,,,...., I part..,y......of the second part, RETURN TO / /in! �� W I t a a e s a t hr That the said party of tilt first pave, for and in consideration I IL of the su,n _ ' "`�' '^_—""'"""�"`--""""•"""""--^,ta it paid fay the-aid part.y..,...,.of the second part,the receipt whereof is hereby confessed and acknowledged, has Y , Y p •I i g given, granted, bargained, wed, remised,released,adieaed,conveyed and tanfirmad and b sheet Teens does give, grant, bargain, sell,rendee, release,alien,convey end confirm unto the sold party...._of lilt second patl,.i.t4a.hcirs and assigns forever,tile following described reul statute oltuatecl in the County of....YlirUlellafd.p.........._—and Stott of Wiaconern,to•wit: A part of the Northwest quarter (NWT) of the Southeast Quarter (SE;) of is Section Two. (2) , Township Seventeen (17) North, Range Sixteen (16) Last, {{ Town of Nekinli, Winnebago County, Wisconsin, containing 6.139 Acres of land 1; and being described by: Commencing at the center of said Section 2, thence i S. 010-14'-21" W. 331.54 feet along the West line of the SEN of said Sec- tion 2 to the true point of beginning, thence S. 890^571-11,11 E. 794.55 j feet along the Sauth line of the N� of the N-5 of the Nis of the SL4 of said Section 2 to a poin on the West line of the proposed extension of Marvel Y' Drive, thence S. 01 -191•-5411 W. 336.71 feet along the West ;1S.ne of the i proposed extension of Marvel. Drive, thence N. 09 ^571-11" W. 794.10 feet t a point on the West line of the SEh of said Section 2, thence N. 010-14'-• 21.11 E. 336.70 feet, recorded as N. 010-13'-,4011 L., along the West line of the SET# of said Section 2 to the true point of beginning., now .in the City Iection 77.25(3),(IF NECESSARY,GONTINUE DESCRIPTION ON REVERSE SIDE) of Oshkosh. " s £Afar with all and sintrOnr the hereslitanlento and appurtenances thertunte,belonging or in an wise A R g Y pperlafnhtg;nnd nil tilt totals right,title,Interest,tutor or de,nand whatsoever,of the said party of the first part,either In law orequity,either in poseceion or e.prctanCy of,in and to the above bargained premises,and their hcreditantento and appurtennncee. To flare and To 11ofd the sold piendees as above described with the heredilnmento and appurtenances,unto the said pwrt..Y.,,_of the atcond part,and to......,1,tS....hcin and aoalgna FOREVER. Andthe add„SH, ..1Mr.....LK.A.._.»,..,.:,..__.........................................................................................»_.._,,...»..........,_.,._,.,.........,...... ................................................ ........._..........,.,..,.,......................,,,,,... .,.,,..........,.............,...._..............................,..................,.........».,,.,._,......................... panty of the fink port, hlr list,)[nud Its euotti•stln",duet, covenant, grant, barga ca in ll agree to and with the"lit part,l!•.,,..._Of alto ' second part..............5.. .rC........,.,„-....heirs mid assigns, that of the time of the ensra6ng and delivery of Ihese presents it ie wall tuth ed of the premise above described,as or A good,sure,perfret,absolute and Indefeasible estate of Inheritance in tilt law,in fee simple,and that the saute are free and clear front all Inrnmbrancll whatever...LSF"�B.f3711G'.11,t,f...,t�,n! .............»....r.................,,,.,....................... and that the above bargained premises in the quiet and peaceable pgsae-"ion of the said party..-....-of the second part,..3 t3h eres and assign", against All and eve g `V / Y p ,it r g every person or person-iuwfa((y cla lnJrt tMf`whole ar an Orr rhtnaf, will forever WAdtliAl+tT AND DEl'EN D. in Wltnee Whereof,thr eald,....CHARC.0 .,.,..r.,.. . ......,.. nasty of the first art,his caused these recasts to '' i�:..............»..•......,.'.......,....i.. ._..........._...,....,....� ,lTt,niltlll.Ogi,r.`, i i p 1 I.r+c,"ign.d.i,y.:...dip,la.o�:t.,..W.......Jf,�rx.Tog�tt:rn....................././.".�alrc�tilen4^� t•ounlcrei ned h •.,... s........ ✓,v` ;uf •••••, g Y �'.d .1 G)S..J. lea t 4llX .BX:G'Xa..........,r`,.c.,;its Stcrulnry,nt,.......OSJt}CQ�11.........,.•.ti.., ..�ya`." Wi3[ousin,and ha rurporale seal to hr hcreunlu alhatd,llda.....�nz, r (la or.,..,, J.u1 ....,,..,A.U., ` ( �.... y y....,.,,.,. ►b�,,9.Jb. SIGNED AND SEALED IN PRESENCE OF / 'to { `; t + Cll CO INC. + a,ll�tot _ 13 L�J_ %,,, • .,.,..»..................r.r....,.,,.,....r„».,.,.,....,,......... ...........,..,....., ? F ....W'. 11.axx,z�7 IXWN'tR 1C r /'./ �•�.• Hv I •` [lery i r .,.>'t�kx. �k...,l.......V>�x.�r;iu.keen......................... STATE DF WISCONSIN, 7ul l ..._...Rabet_W�.,:. larrit trYn . e. ....................W 2N 1A,fr1dlLG ta..,........»..,...County. I. 1 ' Perennially tome before rot,this—__...........day uL........._._..,»,Y..,,..,...,.....,A,U„19...�.....,..., ��_.r.,......,19...».. , ..........._............................_......__..._...,,..._..,........,1're-ideni,and.........Pa.1~ziok•••,7.....-vtazGauter..en•....,SocrotnrN of tilt above z horned Corporation,to me known to be the poltroon,who esfautW D TbreRing Instrument,and to me huolrN to lse ouch.... .................President sold .....................................Secntnry of paid Curltorntiu�,'�Hetnt�uhrdjHltlggd lityt they executed the foregoing instrument itseuch'p0iccte as the detd of sold Corporal Inn,by ills authority. s 10 ...,. '. L , tart, ti `rx.O.)...1ta.. �fllass,. ;+ This instrument drafted by otary public...........W,11,.nnebagO...............County,Wis. ....... ........................:......:..........»».,.. ri•gC." R. ref My Conmrssion(Espirts) 12I �.n .....,.._........... ATTORNEY GARY R. YAKES t (Ss Oo oe.ot p)of the Montanans,Ssstuee Ornetdn that all Inatrurnsah so be recalded shall have plaint,prlaisd or typenrtluo tbersoon the sasses of lee peatoss,/rsatess,wlmasne and naes►).