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R-71-03 Approving An Agreement Between Village Of Lemont And KA Steel Chemicals, INC (2)
RESOLUTION NO. ° o3 RESOLUTION APPROVING AN AGREEMENT BETWEEN VILLAGE OF LEMONT AND K.A. STEEL CHEMICALS, INC. WHEREAS, The Village of Lemont seeks to enter into an Agreement with K.A. Steel Chemicals, Inc., a Delaware corporation; and WHEREAS, The documents attached hereto, namely, an Agreement By and Between the Village of Lemont and K.A. Steel Chemicals, Inc. with Exhibits A, B, C, D, E, and F outline the terms and conditions of the Agreement. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, as follows: SECTION ONE: That the Agreement and Exhibits A, B, C, D, E and F attached hereto and made a part hereof are hereby approved by the Board of Trustees. SECTION TWO: That the Village President is hereby authorized and directed to execute said Agreement in substantially the form attached hereto. SECTION THREE: That all ordinances and resolutions or parts thereof in conflict with the provisions of the Resolution shall be and they are hereby repealed. SECTION FOUR: That this Resolution is effective from and after its passage and publication in the manner provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS on this 22nd day of _S_eptember , 2003. Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio Atte AYES NAYS PASSED ABSENT JOH A, Villag • Presi CHARLENE SMOLLEN, Village Clerk This document prepared by and after recording return to: Mark A. Gershon Piper Rudnick LLP 203 North LaSalle Street Chicago, Illinois 60601 This space reserved for Recorder's use only. AGREEMENT By and Between THE VILLAGE OF LEMONT, an Illinois municipal corporation and K.A. STEEL CHEMICALS, INC. a Delaware corporation V-12-0 3 ,2003 - CHGO2:20107135.v 10 TABLE OF CONTENTS Page 1. RECITALS 2 2. DEFINITIONS 2 3. ICEBOX QUARRY 4 4. VILLAGE LEASE PARCEL 6 5. LAND BRIDGE 7 6. TERRITORIAL JURISDICTION 8 7. VILLAGE COVENANTS 9 8. STORMWATER IMPROVEMENTS 10 9. LAND BRIDGE AND ENTRANCE IMPROVEMENTS 10 10. ENTRANCE ROAD 11 11. RECITALS 8 12. MUTUAL ASSISTANCE. 12 13. NOTICES 12 14. DEFAULT/REMEDIES. 13 15. MISCELLANEOUS. 13 i '-CHGO220107135.v 10 AGREEMENT THIS AGREEMENT (this "Agreement ") is made and entered into as of the ) "aday of ��nfzr�l , 2003 by and between the Village of Lemont, an Illinois municipal corporation (th6 "Village ") and K.A. Steel Chemicals, Inc., a Delaware corporation ( "K.A. Steel "). The Village and K.A. Steel are sometimes hereinafter collectively referred to as a "Party" and collectively as the "Parties." RECITALS A. K.A. Steel operates a national manufacturing and distribution facility, including related office and other improvements (the "Plant ") on approximately 52 acres (the "Facility Property ") located in Cook County and partially within the municipal boundaries of the Village. The Facility Property, including the Central Parcel, Development Parcel, MWRD Parcel 1, MWRD Parcel 2, MWRD Easement Parcel, Village Lease Parcel, and the Icebox Quarry Parcel, the Land Bridge Parcel and certain adjacent parcels are generally depicted on the Site Plan attached hereto as Exhibit A (the "Site Plan ") B. The Plant is operated on the Central Parcel and MWRD Parcels based on access and related improvements located on the Land Bridge Parcel and Development Parcel. C. K.A. Steel has acquired and improved the Development Parcel for access, support and future expansion of the Plant and as a valuable asset to be used for commercial and industrial development compatible with operation of the Plant. The Icebox Quarry Parcel portion of the Development Parcel is an integral part of the Facility and acts as a natural buffer to the Plant and the future development of the remainder of Development Parcel. D. The Village desires to support passive recreational uses on the Icebox Quarry, Village Lease Parcel and certain parcels located east and adjacent thereto. E. K.A. Steel has agreed to allow such uses on the Icebox Quarry and, for a limited term, the Village Lease Parcel in reliance upon the Village's agreement not to adversely impact ongoing maintenance, operation and future development and operation of the Facility Property (excluding the Icebox Quarry Parcel). Therefore, in accordance with the terms of this Agreement, K.A. Steel has agreed to (i) lease the Village Lease Parcel to the Village pursuant to the terms of the Village Lease, (ii) delay further substantial development of that portion of the Development Parcel located East of the Entrance Road, other than access related improvements (including, without limitations, roadway improvements and an additional spur track on the Development Parcel), fencing and other security improvements and signage for such time as the Village Lease is in effect, and (iii) convey the Icebox Quarry Parcel to the Village. F. Uninterrupted access to the Central Parcel and MWRD Parcels from the Development Parcel and adjacent properties has historically been maintained across the Land Bridge for approximately 100 years or more. During a portion of this time, the Land Bridge Parcel was included in a lease of property by the Village to K.A. Steel. The Parties are in dispute - CHGO2:20107135.v10 as to the remaining obligations under that lease and have agreed to settle such obligations as provided herein. G. At K.A. Steel's request, the Village has agreed to enter into the Land Bridge Easement Agreement to allow K.A. Steel, its successors and assigns, to document the ability to use the Land Bridge Parcel for access to the Central Parcel and MWRD Parcels. H. Improvements on property other than the Facility Property have caused significant drainage and stormwater problems on the Development Parcel which is adversely impacting its intended use by K.A. Steel and the intended use by the Village of the Lease Parcel and the Icebox Quarry Parcel. The Village agrees to restore drainage and associated land conditions on and associated with the Development Parcel to a condition mutually agreed to by the Parties. I. The Village is entering into this Agreement pursuant to its authority under the Illinois Municipal Code, Illinois Constitution and its police powers. J. The Parties represent and warrant to each other that they have taken all actions necessary to enter into this Agreement, and to fully comply with and be bound by all of their respective obligations and duties herein. NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants, agreements and conditions hereinafter contained, the benefits anticipated to inure to each of them, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties do hereby agree as follows: 1. RECITALS. The Parties hereby confirm and acknowledge the representations, covenants and recitations set forth in the foregoing recitals which are agreed to be material to this Agreement and which by this reference are expressly incorporated into this Agreement as if fully set forth in this Article 1. 2. DEFINITIONS. For purposes of this Agreement, unless the context clearly requires otherwise, words and terms used in this Agreement shall have the meanings provided herein, including above in the recitals hereto and as follows: Central Parcel — The approximately 7.62 acre parcel of land improved as part of the Plant, which is owned by K.A. Steel, located between the Land Bridge Parcel and MWRD Parcel # and generally depicted on the Site Plan and legally described on Exhibit B. Closing Date — The date which is 60 days after the date of this Agreement or such earlier date as shall be agreed to by the Parties. 2 - CHGO2:20107135.v 10 Deed — A special warranty deed substantially in the form attached hereto as Exhibit C from K.A. Steel to the Village for conveyance of the Icebox Quarry in accordance with the terms of this Agreement. Development Parcel — The approximately 26.17 acre parcel of land owned in fee simple by K.A. Steel, located between the Illinois and Michigan Canal and Main Street and legally described on Exhibit B. Easement Payment — An amount equal to Ten Thousand Dollars ($10,000.00) multiplied by the percentage increase in the CPI, as defined below, since Calendar Year 2003. As used herein the term "CPI" shall mean the Consumer Price Index for the City of Chicago, Urban Wage Earners and Clerical Workers, All Items (base index year 2003) as published by the United States Department of Labor, Bureau of Labor Statistics. If the manner in which the CPI is determined by the Bureau of Labor Statistics shall be substantially revised, including without limitation, a change in the base index year, an adjustment shall be made by K.A. Steel in such revised index which would produce results equivalent, as nearly as possible, to those which would have been obtained if the CPI had not been so revised. If the CPI shall become unavailable to the public because publication is discontinued, or otherwise, or if equivalent data is not readily available to enable K.A. Steel to make the adjustments referred to herein, then K.A. Steel will substitute therefore a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by any other governmental agency or, if no such index shall be available, then a comparable index published by a major bank or other financial institution or by a university or recognized financial publication. Entrance Road — The access road and related access improvements, between the southern boundary of the Land Bridge Road and the northern boundary of the Canadian National Railroad right of way located parallel to Main Street, located on the Development Parcel and on an exclusive easement between the Development Parcel and Main Street. The general location of the Entrance Road is identified on the Site Plan. Facility Property — The approximately 52 acre parcel of land owned or controlled by K.A. Steel for use in operation of a national chemicals facility which includes the Central Parcel, MWRD Parcels and Development Parcel. Icebox Quarry Parcel — The approximately acre portion of the Development Parcel which includes the Icebox Quarry and is legally described on Exhibit B. K.A. Steel — K.A. Steel Chemicals, Inc., a Delaware corporation. Land Bridge Easement Agreement — The Agreement, substantially in the form attached hereto as Exhibit D which provides for grant of an irrevocable perpetual easement on, over and across the Land Bridge Parcel by Village to K.A. Steel, its successors and assigns in accordance with the terms of this Agreement. 3 -CHGO2:20107135.v 10 Land Bridge Parcel — The approximately 2.0 acre parcel owned by the Village and legally described on Exhibit E pursuant to which access has been provided between (i) the Central Parcel and MWRD Parcels and (ii) the Development Parcels and Main Street. Leasehold Payment — One Hundred Thousand Dollars ($100,000.00) to be paid by K.A. Steel to the Village in accordance with the terms of this Agreement. MWRD — Metropolitan Water Reclamation District of Greater Chicago, an Illinois Municipal Corporation. MWRD Easement Parcel — The approximately 1.08 acre parcel located east of and adjacent to MWRD Parcel 2 and legally described on Exhibit B which is improved and used by K.A. Steel, pursuant to an Easement Agreement dated November 5, 1998 with MWRD, in operation of the Plant, including maintenance, railroad tracks, and a pumphouse to withdraw water pursuant to an approximately 100 foot pipeline extending into the property commonly known as Consumers Quarry in Lemont, Illinois. MWRD Parcel 1 — The approximately 8.33 acre parcel of land located adjacent to MWRD Parcel 2, which is currently leased by MWRD to K.A. Steel pursuant to a lease agreement dated April 19, 1979, partially improved as part of the Plant and legally described on Exhibit B. MWRD Parcel 2 — The approximately 8.24 acre parcel of land which is currently leased by K.A. Steel from MWRD pursuant to a lease agreement dated July 1, 1966 which is improved as part of the Plant, located between MWRD Parcel 1 and the Central Parcel and legally described on Exhibit B. MWRD Parcels — MWRD Parcel 1, MWRD Parcel 2 and the MWRD Easement Parcel collectively. Village — The Village of Lemont, an Illinois municipal corporation. Village Lease — A lease, substantially in the form attached hereto as Exhibit F, to be entered into pursuant to the terms of this Agreement for lease by K.A. Steel to the Village of the Village Lease Parcel. Village Lease Parcel — an approximately 5 acre portion of the Development Parcel located west of and adjacent to the Icebox Quarry Parcel and legally described on Exhibit B. 3. ICEBOX QUARRY. On the Closing Date, K.A. Steel shall convey the Icebox Quarry Parcel to the Village pursuant to the Deed, substantially in the form attached hereto as Exhibit C, subject to the following conditions, and such other modifications as may be mutually acceptable to the Parties. (a) Consideration to K.A. Steel for conveyance of the Icebox Quarry Parcel shall include, without limitation, compliance by the Village with the terms of this 4 --CHGO2:20107135.v10 Agreement, grant of the Land Bridge Easement and, subject to payment of the Leasehold Payment as provided in Article 5 of this Agreement, forgiveness and release of K.A. Steel by the Village of any amounts, including past due rent, which may be previously owed by K.A. Steel for any use of the Land Bridge Parcel including that associated with any lease rights associated with such use. (b) A right of reverter benefiting K.A. Steel, to be exercised in its sole discretion, requiring removal of all improvements by Village, repair and restoration of any damage to the property and automatic reconveyance to K.A. Steel of the Icebox Quarry Parcel, in the event the Village is in default of any of the Village Covenants set forth in Article 7 of this Agreement. (c) The right of reverter shall have priority over any subsequent interest and title shall revert to K.A. Steel free and clear of any subsequent interest in said real estate. (d) The Deed shall restrict use of the Icebox Quarry Parcel to passive recreational uses and improvements between the hours of sunrise and sunset limited to walking trails, restrooms, non - motorized water uses and picnic facilities. Use shall not include overnight camping, organized sports activities or development and use of facilities, such as baseball, football, soccer or similar athletic fields or improvements. K.A. Steel shall have the right to enforce the deed restriction identified in subparagraph 3(d) in any manner permitted at law or in equity, including the right to seek specific performance. However, violation of the provisions of this subparagraph 3(d) shall not constitute a default of the Village Covenants and therefore shall not give K.A. Steel a right of reverter as provided in subparagraph 3(b) above. (e) The Icebox Quarry shall be conveyed subject to any and all conditions and restrictions on title except for mortgage liens of a definite or ascertainable amount which may be removed by payment of money at the time of closing. On the Closing Date, K.A. Steel shall pay to the Village an amount equal to 100% of the most recently ascertainable real estate taxes for the Icebox Quarry Parcel, prorated to the Closing Date, such amount to be reprorated upon receipt of the tax bill for the period up to and including the Closing Date. The amount attributable to the Icebox Quarry Parcel shall be calculated based on its acreage as a percentage of the tax parcel of which it is a part. K.A. Steel shall have no additional liability for outstanding taxes, assessments or other expenses with respect to the Icebox Quarry Parcel after the Closing Date. The Village shall be responsible for any such taxes, assessments or other expenses from and after the Closing Date, and shall immediately reimburse K.A. Steel in the event such taxes, assessments or other expenses are charges to K.A. Steel including, without limitation, if K.A. Steel receives a tax bill after the Closing Date which includes the Icebox Quarry Parcel. (f) Village accepts title to the Icebox Quarry Parcel in AS -IS WHERE -IS condition without exception, obligation, representation or warranty by K.A. Steel but subject to the Village's right to investigate the conditions of the Icebox Quarry Parcel prior to the Closing Date. In the event the Village is not satisfied with the condition of the Icebox Quarry Parcel then Village shall, prior to the Closing Date, as its sole remedy, 5 --- CHGO2:20107135.v 10 by written notice to K.A. Steel, waive the provisions of this Agreement related to conveyance of the Icebox Quarry and this Agreement shall otherwise remain in full force and effect. (g) Title shall be granted subject to indemnification by the Village of K.A. Steel, its owners, officers, employees and agents for any cost, liability, damage or injury related to the Icebox Quarry Parcel, including any such cost, liability, damage or injury in any manner related to access on or to the Icebox Quarry, including without limitation access across the Facility Parcel. Prior to the Closing Date, and for so long as access to the Icebox Quarry Parcel is achieved through the Development Parcel, the Village shall provide evidence of and maintain insurance identifying K.A. Steel as an additional insured covering all such costs, liabilities, damage or injury. 4. VILLAGE LEASE PARCEL. On the Closing Date, K.A. Steel shall lease the Village Lease Parcel to the Village pursuant to the Village Lease substantially in the form attached hereto as Exhibit F and subject to such changes as are mutually agreeable to the Parties. The Lease shall include, without limitation, the following terms: (a) Rent shall be $1.00 per year. (b) Consideration to K.A. Steel for lease of the Village Lease Parcel shall include, without limitation, compliance by the Village with the terms of this Agreement, grant of the Land Bridge Easement and forgiveness and release, subject to payment of the Leasehold Payment as provided in Article 5 of this Agreement, of K.A. Steel by the Village of any amounts, including past due rent, which may be previously owed by K.A. Steel for any use of the Land Bridge Parcel including that associated with any lease rights associated with such use. (c) The term of the Village Lease shall coincide with the term of K.A. Steel's lease of the MWRD Parcel 2, including any extension, amendment or renewal of that MWRD Parcel 2 lease. (d) Use of the Lease Parcel shall be limited solely to passenger vehicle parking and passive recreational uses and improvements between the hours of sunrise and sunset, limited to walking trails, restrooms, non - motorized water uses and picnic facilities. Use shall not include overnight camping, organized sports activities or development and use of facilities, such as baseball, football, soccer or similar athletic fields or improvements. (e) Termination in the event the Village is in default of this Agreement including, without limitation, any of the Village Covenants set forth in Article 7 of this Agreement. (f) Acknowledgement that the Village Lease does not create a public easement over all or any portion of the Village Lease Parcel or any access to over or 6 - CHGO2:20107135.v10 across the Village Lease Parcel. The Village Lease shall provide K.A. Steel the right to prohibit access by the public at least one day per year to the Village Lease Parcel and the Icebox Quarry Parcel upon 30 days prior written notice to the Village. (g) The Village shall accept use of the Village Lease Parcel in AS -IS WHERE -IS condition, without exception, obligation, representation or warranty by K.A. Steel but subject to the Village's right to investigate the condition of the Village Lease Parcel prior to entering into the Lease. In the event the Village is not satisfied with the condition of the Village Lease Parcel then the Village shall, prior to the Closing Date, by written notice to K.A. Steel, waive the provisions of this Paragraph 4 related to lease of the Village Lease Parcel and this Agreement shall otherwise remain in full force and effect. (h) The Village Lease shall be a true triple net lease and the Village shall be responsible for all costs and liabilities associated with the Village Lease Parcel, including without limitation, maintaining the Village Lease Parcel in a safe, clean condition, taxes, upkeep and any other expenses, related to use of the Village Lease Parcel. The Village shall indemnify K.A. Steel, its owners, officers, employees and agents for any cost, liability, damage or injury related to the Village Lease Parcel including any such cost, liability, damage or injury in any manner related to access on or to the Village Lease Parcel by the public, Village employees or any other party, including, without limitation, access across the Facility Property. Prior to the Closing Date and for the term of the Lease, the Village shall provide evidence of and maintain insurance identifying K.A. Steel as an additional insured covering all such liabilities in form and amounts reasonably acceptable to the Parties. 5. LAND BRIDGE. On the Closing Date, Village shall grant an irrevocable perpetual easement to K.A. Steel over the Land Bridge Parcel pursuant to the Land Bridge Easement Agreement, substantially in the form attached hereto as Exhibit D and subject to such changes as are mutually acceptable to the Parties, which agreement shall include, without limitation, the following conditions: (a) The easement shall be exclusive except as to rights heretofore granted over the Land Bridge Parcel. (b) The easement shall run with ownership of the Central Parcel and shall inure to the benefit of K.A. Steel, its successors and assigns (collectively, the "Beneficiaries). (c) Use including pedestrian, vehicular (including, without limitation, automotive, truck and train), ingress, egress, parking and use, utility, infrastructure, including without limitation, stormwater and other permitted discharge, improvements, and their construction, operation, maintenance, repair and replacement, stormwater discharge to the I &M Canal, and improvements and any other use associated therewith 7 - CHG02:20107135.v10 and with operation and use of the Plant and the Facility Property by the Beneficiaries, their successors, assigns, grantees and invitees. - (d) K.A. Steel shall be responsible for maintenance and repair on the Land Bridge Parcel of the existing surface improvements which provide roadway access to the Plant, the railroad spur track and improvements related to permitted discharge from the Plant. The Village shall be responsible for maintenance, repair and replacement, if necessary, of all other improvements on the Land Bridge Parcel including, without limitation, any culverts, infrastructure or other improvements related to the I &M Canal or pedestrian access. (e) Subject to the terms of this Agreement, K.A. Steel agrees to pay the Leasehold Payment to the Village on the Closing Date following receipt by K.A. Steel of a fully executed copy of the Land Bridge Easement Agreement. The Village agrees that, subject to the Village's receipt of the Leasehold Payment, K.A. Steel is hereby forgiven and released from any liability, including past due rent, which may previously have been owed by K.A. Steel for any use of the Land Bridge Parcel including that associated with any lease rights associated with such use. There shall be no further charge, rent or fee for K.A. Steel's use of the Land Bridge Parcel whether pursuant to the Land Bridge Easement Agreement or otherwise, except as otherwise provided below in this subparagraph. In the event K.A. Steel terminates the Village Lease, K.A. Steel shall pay to the Village, on or before January 31 of each calendar year after such termination an amount equal to the Easement Payment. The Village's remedy for any Easement Payment which is not paid when due as provided herein shall be payment of prorated interest on such payment by K.A. Steel at the prime rate. 6. TERRITORIAL JURISDICTION. (a) Pursuant to the right of reverter in the Deed, and the termination provisions in the Village Lease, the Parties have agreed that the Village Lease Parcel shall not be annexed into the Village without the specific written approval of K.A. Steel. K.A. Steel will therefore cooperate with the Village, but without cost to K.A. Steel, to allow the Village pursuant to Division 4, Territorial Jurisdiction, of Article 5 of the Illinois Municipal Code or pursuant to an Intergovernmental Agreement between Cook County and the Village to allow the Village to operate the Lease Parcel and Icebox Quarry Parcel for the use of the public as provided in this Agreement and to exercise police power jurisdiction over same. The Village agrees it shall not exercise such extraterritorial jurisdiction over such parcels unless the Village is the fee simple owner of the Icebox Quarry Parcel and the Village Lease is in full force and effect. (b) The Parties acknowledge that the Village's use of the Icebox Quarry Parcel and the Lease Parcel are intended to cause members of the general public to use these parcels for passive recreational uses. The Village shall take all actions reasonably necessary to prohibit members of the general public using the Icebox Quarry Parcel and the Village Parcel from trespassing or otherwise entering onto any portion of the Facility 8 - CHGO2:20107135.v 10 Property, except for the Icebox Quarry Parcel and the Village Lease Parcel and the access road, pursuant to access rights previously granted. 7. VILLAGE COVENANTS. As a material inducement to K.A. Steel's entering into this Agreement, and fulfilling its obligations hereunder, the Village hereby represents, warrants, covenants and agrees that it shall not, directly or indirectly: (a) Cause the rezoning or condemnation of all or any portion of the Facility Property or annexation to the Village of any unincorporated portion of such property, other than the Icebox Quarry Parcel, without the specific prior written consent of K.A. Steel. (b) Adopt or impose any tax, fee or similar charges on the Facility or the operation of the Plant unless such tax, fee or charge is (i) in effect as of the date of this Agreement, or (ii) if not otherwise in violation of any other provision of this Agreement, applies to all properties in the Village and does not specifically, or as a practical matter, primarily apply to the Facility or similar industries or businesses in the Village. (c) Take any action, except for adoption and enforcement of national building codes, which would impede the operation of the Plant, as the same may be altered and improved, including, without limitation, establishing or enforcing any restriction on: (i) Beneficiaries, or their successors, assigns guests and invitees, cars, trucks, trains, or other vehicles accessing the Plant, parking, vehicular movements, including relocation and turn arounds, on the Facility Property including, without limitation, the entrance drive from Main Street to the Land Bridge Parcel. (ii) weight limits, hourly restrictions or other limitations on roadways providing access to the Facility. (iii) hours, type and method of operation, including performance standards or restrictions on materials, products or operation which exceed those adopted by the Illinois Environmental Protection Agency and applicable to the Plant. (d) Take any action which could now or in the future: (i) induce or assist any entity or individual, other than K.A. Steel, to lease or acquire an interest in all or any portion of the MWRD Parcels; (ii) adversely impact K.A. Steel's use of the MWRD Parcels, including MWRD's entering into additional leases of the MWRD Parcel 1 or MWRD Parcel 2 to K.A. Steel, or extending the term of or renewing K.A. Steel's easement over the MWRD Easement Parcel; or 9 - CHGO2:20107135.v10 (iii) adversely impact K.A. Steel's right to use water from Consumers Quarry in the operation of the Plant without fee, tax, or other cost, except for payment to MWRD pursuant to K.A. Steel's existing easement for the MWRD Easement Parcel. It is agreed by the Parties that the Village's violation of any of the matters set forth in this Article 7 (collectively, the "Village Covenants ") shall be a default under this Agreement. Upon such a default, K.A. Steel may, in its sole discretion, in addition to any other remedy which they may have at law or in equity, cause title to the Icebox Parcel to revert to K.A. Steel, and cause the Lease, and all of the Village's and the public's rights of access and use of the Facility Property established pursuant to or in connection with this Agreement, to terminate. The provisions of this Article shall survive termination of this Agreement. 8. STORMWATER IMPROVEMENTS. Stormwater drainage from parcels, other than the Facility Property, is adversely impacting the Development Parcel including the Lease Parcel and Icebox Quarry parcel. Within 60 days of the date of this Agreement, the Village Engineer will prepare and deliver to K.A. Steel plans for repair of the stormwater management system both on and affecting the Development Parcel and necessary land repairs associated therewith (the "Stormwater Plans "). The Stormwater Plans shall provide for repair and restoration of drainage on the Development Parcel to the same or better condition as existed prior to construction of those subdivisions and be subject to reasonable approval by K.A. Steel. Within 12 months of K.A. Steel's approval of the Stormwater Plans, the Village shall complete all improvements identified on the Stormwater Plans, without cost to K.A. Steel. K.A. Steel shall cooperate with the Village, without cost, to obtain any permits or other approvals necessary to complete construction of the improvements identified on the Stormwater Plans. If the approved Stormwater Plans provide for repair or restoration of the existing culverts under the railroad tracks, located on the Development Parcel west of the Village Lease Parcel, K.A. Steel will, at the Village's request, remove, reinstall or modify the railroad tracks to the extent necessary for such repair or restoration. The Village shall not remove or reinstall the rail tracks without the prior written approval of K.A. Steel. 9. LAND BRIDGE AND ENTRANCE IMPROVEMENTS. The Village desires to make improvements to the Land Bridge Parcel and the entrance to the Central Parcel. If the Village decides to make such improvements, then the Village, at its sole cost, shall prepare plans (the "Entrance Plans ") for such improvements which shall not adversely impact K.A. Steel's use of those parcels and shall be subject to K.A. Steel's reasonable approval. Upon approval of the Entrance Plans the Village may construct, at the Village's sole cost, the improvements identified on those plans, subject to the following: (a) Trucks, vehicular, train and pedestrian access to the Plant shall be maintained at all times, except that, with 10 days prior written notice, Village may, on a one -time basis, restrict train access to the Plant for a period not to exceed a total of 7 days. 10 - CHGO2:20107135.v10 (b) The improvements pursuant to the Entrance Plans shall be at the Village's sole cost, expense and risk, except that during the foregoing 7 day period, K.A. Steel will, at the Village's request, remove and reinstall the rail tracks. Village shall not remove or reinstall the rail tracks without the prior written approval of K.A. Steel. (c) The Parties shall cooperate in entering into a construction easement to allow for the Village's construction of the improvements identified on the approved Entrance Plans subject to the terms of this Agreement. In order to minimize adverse impact on Plant operations such construction shall be scheduled to take place from November 2004 to March 2005 and the Village will take all actions reasonably necessary to expedite completion of those improvements. 10. ENTRANCE ROAD. (a) Access to the Facility Property is established pursuant to the Entrance Road which begins on the Development Parcel and continues on an easement (granted pursuant to an exclusive Easement Agreement by and between K.A. Steel and Vulcan Materials Company dated February 1, 1963 and Recorded March 12, 1963 as Document 18740403) to Main Street as identified on the Site Plan. Nothing in this Agreement shall restrict the right of K.A. Steel to use and control the Entrance Road, or to park, maneuver, turnaround and operate Plant trucks, cars and other machinery thereon. Any use of the Entrance Road by the Village or the public shall be at their sole risk. K.A. Steel agrees to allow, and the Village agrees that it shall, maintain, improve and exercise police control over the Entrance Road to the level it deems necessary for use and access by the Village and the public of the Icebox Quarry Parcel and the Village Lease Parcel, unless and except to the extent to which K.A. Steel reasonably determines that such maintenance, improvement or exercise of police jurisdiction adversely impacts K.A. Steel's use of the Plant and Facility Property. The Parties acknowledge that the use of the Entrance Road and the railroad spur tracks on the Development Parcel to benefit and service the Plant shall have priority over any use thereof pursuant to this Agreement and shall take all actions reasonably necessary to maintain the full use of such access by the Plant. (b) On or before June 1, 2004, K.A. Steel shall relocate the scale station and related scale station improvements located on the Entrance Road to the Central Parcel, at K.A. Steel's cost. Following such relocation, K.A. Steel shall restore that portion of the Entrance Road impacted by such relocation to a condition similar to the condition of the remainder of the Entrance Road. 11. PARK DEDICATION. The Village, in appreciation for the land rights granted by K.A. Steel pursuant to this Agreement and the many contributions of the Steel family and K.A. Steel to the community, has agreed that the Icebox Quarry Parcel and Lease Parcel shall be named and identified on all Village documentation, notices or signage relating to those parcels as the "Kenneth A. Steel Sr. Memorial Park" for the term of the Lease. 11 - CHGO2:20107135.v10 12. MUTUAL ASSISTANCE. The Village and K.A. Steel agree to do all things necessary or appropriate to carry out, and to aid and assist each other in carrying out, the terms of this Agreement and in implementing the Parties' intent, as reflected by the terms of this Agreement, including, without limitation, the giving of such notices, the holdings of such public hearings, the enactment by the Village of such resolutions and ordinances and the taking of such actions as may be necessary to enable the Parties compliance with the terms and provisions of this Agreement and as may be necessary to give effect to the terms and provisions of this Agreement and the Parties intentions as reflected by the terms of this Agreement. 13. NOTICES. Any notice to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be (i) delivered personally, with a receipt requested therefor; or (ii) sent by telecopy facsimile; or (iii) sent by a recognized overnight courier service; or (iv) delivered by United States registered or certified mail, return receipt requested, postage prepaid. All notices shall be addressed to the Parties at their respective addresses set forth below, and the same shall be effective (a) upon receipt or refusal if delivered personally or by telecopy facsimile; (b) one (1) business day after depositing with such an overnight courier service or (c) two (2) business days after deposit in the mails, if mailed. A Party may change its address for receipt of notices by service of a notice of such change in accordance herewith. All notices by telecopy facsimile shall be subsequently confirmed by U.S. certified or registered mail. All notices to the Village shall be sent to: With a copy to: Village of Lemont 418 Main Street Lemont, Illinois 60439 Attn: Village Manager John Antonopoulos Antonopoulos & Virtel PC 15419 East 127th Street, Suite 100 Lemont, Illinois 60439 All notices to K.A. Steel shall be sent to: K.A. Steel Chemicals, Inc. 15185 Main Street P. 0. Box 729 Lemont, Illinois 60439 Attn: President 12 - CHGO2:20107135.v 10 With a copy to: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Chicago, Illinois 60601 -1293 14. DEFAULT/REMEDIES. The failure of a Party to materially comply with its obligations under this Agreement or the material breach of any representation or warranty of a Party hereunder shall constitute a default by such Party. The Party claiming the occurrence of such default shall notify the other Party of same and shall demand performance by giving the defaulting Party a thirty (30) day written notice specifying the default and this Agreement shall, after such thirty (30) day period, automatically terminate or the non - defaulting Party may file an action for specific performance unless, within such thirty (30) day period (a) the defaulting Party, (i) cures such default, or (ii) commences action to cure such default and completes the curing of such default within a reasonable time or (b) the Party claiming default, by written notice to the defaulting Party, either waives the default or grants the defaulting Party a longer period to cure. 15. MISCELLANEOUS. (a) Governing Law. This Agreement shall be governed by the laws of the State of Illinois. (b) Integration. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated by this Agreement. All prior agreements, negotiations, and understandings with respect to those transactions are expressly merged herein and superseded hereby. (c) Amendment. This Agreement may be amended by, and only by, a written instrument authorized in accordance with law and signed by both Parties. (d) Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon: (i) the Village and any successor corporate authorities of the Village; and (ii) K.A. Steel and its successors and, only if and when expressly designated in writing as such by K.A. Steel in its sole discretion, K.A. Steel's grantees, lessees and assigns. (e) Construction. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (f) Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof. (g) Exhibits. The Exhibits attached hereto are made a part hereof. 13 - CHGO2:20107135.v10 (h) Tax Division. The Village shall be responsible for taking all actions necessary to obtain a tax division which provides separate tax parcels for the Icebox Quarry Parcel, the Village Lease Parcel and any remaining portions of the Facility which were previously included in the tax parcels which include the Icebox Quarry Parcel or the Village Lease Parcel. K.A. Steel shall cooperate with the Village in obtaining said tax division, including providing legal descriptions and a tax division map for the affected parcels. 14 - CHGO2:20107135.v10 IN WITNESS WHEREOF, the Village and K.A. Steel have executed this Agreement, as of the date first above written. VILLAGE OF LEMONT, an Illinois Municipal Corporation Bv: President Approved by [Resolution/Ordinance] No. 12 -'1 " c, j of the Village of Lemont this of , 2003. K.A. STEEL CHEMICALS, INC., a Delaware Corporation By: Name: Its: 15 - CHGO2:20107135.v 10 STATE OF ILLINOIS ) SS COUNTY OF COOK I, the undersigned, a Notary Public in and for the County and State aforesaid, do hereby certify that John F. Piazza and Charlene Smollen, personally known to me to be the Village President and Village Clerk, respectively, of the Village of Lemont, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Clerk, they signed and delivered the said instrument as such President and Clerk of said Village, and caused the corporate seal of said Village to be affixed thereto, pursuant to authority given by the Board of Trustees of said Village, as their free and voluntary act, and as the free and voluntary act and deed of said Village, for the uses and purposes therein set forth. Given under my hand and official seal, this 2an6t day o , 2003. 16 — CHGO2:20107135.v 10 OFFICIAL SEAL ROSEMAv YATES NOTARY PUBLIC. ST ai-i: OY ILLINOIS MY COMMISS'0N i ?XPP ES 3- 12.2004 STATE OF ILLINOIS COUNTY OF COOK ) ) ) SS. I, the undersigned, a Notary Public in and for the County and State aforesaid, do hereby certify that , personally known to me to be the authorized signatory of K.A. Steel Chemicals, Inc., a Delaware corporation and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he /she signed and delivered the said instrument as his/her free and voluntary act, and as the free and voluntary act and deed of said company, for the uses and purposes therein set forth. Given under my hand and official seal, this _day of , 2003. 17 - CHGO2:20107135.v10 Notary Public EXHIBIT A — EXHIBIT B — EXHIBIT C — EXHIBIT D — EXHIBIT E — EXHIBIT F — - CHGO220107135.v10 TABLE OF EXHIBITS Site Plan Facility Property Legal Descriptions 1. Central Parcel 2. Development Parcel 3. MWRD Parcel 1 4. MWRD Parcel 2 5. MWRD Easement Parcel 6. Village Lease Parcel 7. Icebox Quarry Parcel Deed Land Bridge Easement Agreement Land Bridge Parcel Legal Description Village Lease 18 EXHIBIT A (I3d013A313 3H 0.6) 2 133IYd 0NAN :I 1338Yd 0ux sugx nim4 grx Rixi ggA ?ARP Ixik 133IVd J.M3Nd013A30 � xm ,ox i pm Ax IPA Az-0� qA °42§411, Io Illi! rAr qm l r :::;:;! { RE KwEi- SC) N ON >�~ Ay +1 H ,-0 g 0��=2xwo m m mmm r > N m�lm'�1 lii A R■oNmm Y o XT ;4TAzMg+ m8 i c4 g e4 XPz-m110 Nip i:!:!!! p Ns .A o8Tr cA 98 MKT, 2OVp4M4N +Olo OONAM14N -. 1-=ym ym mmmmmmmmImmmmmmmmm /MR IA 01010RRRRRRRnmmnrin,mn5 ql 1 mmm mmmmmmmm 1/11111111111111W 4 Et, ♦♦ N�.INI� yy ny ooM p0 p4188 pp=VtpnpplppJ 0loNO�po4OpaaI Cmm ! b - Ip�Iggfg•11f�11Q�Im1•Ig Tf�O.1lm/.i 7�Onf�O.11l.il�0£•llg— A9m <m mm7°mel7nf ti���.ISIRR�.IIRRIRRIrmlt�n RRAR° OR NNmVINNNNR NSNNNNNM£I r' M 44N{{//�� at +N�I 4 +4� iIpii Ai 7 i U S V p N W p w 4> m >+ Z+ N iii Z SSg2SSS�S.I= a la IN NN N{N{,��{N,�N��//IIpN�NI {�mIaamaN N lm/1 �QQ�jj N +O+VO4INilONM1.+NMVtwtti }�ilrirNn Ai�i AiinrMnAAApggAAAAN{pgAnrMnll7A l'l os Ntiy�l,y��Iti H:!_IH A7g LO yyyyV+NIppOM IDpppp N +M{�+0p4NVNMVy mw A 41+IGOp.N.oINVpNOINVyNp RO Em mmmmml 'ArTi,TnlAAAA`IIT'Ir°nn�i'A�sIA/�ImA �� ZO r O C xi Tm g O A 'p QQQa. Y -1 N Z MP > PS c r S s gm _ m V� m g r 21 lE m Am 2R 0 Am r.a - • H R1 xv m sc Z• go O N x $o Xi j I g l =Z A CN AlH = 'v gr m ;N R €R `s i p m _ m 8 O s D M • N 01 0 133NYd 1Y2LLN33 1338Yd J.N3/I3SY3 QflAN FACILITY PROPERTY LEGAL DESCRIPTIONS EXHIBIT B [PENDING FINAL SURVEYOR REVIEW] EXHIBIT C This space reserved for Recorder's use only. SPECIAL WARRANTY DEED This Special Warranty Deed, made as of the 22 day of 1.42 nibt+; 2003, between ALS INC. a Delaware corporation " Granto " and VILLAGE OF K.A. STEEL CHEMICALS, p ( ), LEMONT, an Illinois municipal corporation ( "Grantee "), WITNESSETH, that Grantor, for and in consideration of the sum of Ten and 00 /100 Dollars ($10.00) and other good and valuable consideration in hand paid by Grantee, the receipt and sufficiency whereof is hereby acknowledged, by these presents does REMISE, RELEASE, ALIEN AND CONVEY unto Grantee and its successors and assigns, all the real estate legally described on Exhibit A attached hereto and made a part hereof, situated in the County of Cook and State of Illinois, subject to (i) any and all conditions and restrictions affecting title to said real estate as of the date hereof, including, without limitation, those matters described on Exhibit B attached hereto and made a part hereof, and (ii) the deed restrictions set forth on Exhibit C attached hereto and made a part hereof. Together with all and singular the appurtenances thereunto belonging, or in anywise appertaining, and the rents, issues and profits thereof, and, without limiting the deed restrictions contained on Exhibit C attached hereto, all the estate, right, title, interest, claim or demand whatsoever, of Grantor, either in law or equity, of, in and to the above described premises, with the appurtenances: TO HAVE AND TO HOLD the said premises as above described, with the appurtenances, unto the Grantor. And Grantor, for itself, and its successors, does covenant, promise and agree to and with Grantee, and its successors, that it has not done or suffered to be done, anything whereby the said premises hereby granted are, or may be, in any manner encumbered or charged, except as herein recited; and that it WILL FOREVER DEFEND, the said premises against all persons lawfully -- CHGO2:20110628.v2 claiming, or to claim the same, by, through or under it, subject only to those matters described on Exhibits B and C attached hereto and made a part hereof by this reference. IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be executed in its name to be signed to these presents by its authorized representative, the day and year first above written. This Instrument Prepared by and after Recording Return to: Mail Future Tax Bills to: -- CHGO2:20110628.v2 K.A. STEEL CHEMICALS, INC., a Delaware corporation By: Name: Its: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Chicago, Illinois 60601 Village of Lemont 418 Main Street Lemont, Illinois 60439 Attention: Village Manager 2 STATE OF ) ) SS. COUNTY OF ) I, , a Notary Public in and for said County in the State aforesaid, do hereby certify that , the of K.A. Steel Chemicals, Inc., a Delaware corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he /she signed and delivered such instrument as his /her own free and voluntary act and as the free and voluntary act of said corporation, and in the capacity set forth therein. GIVEN under my hand and notarial seal this day of , 2003. My Commission expires: 3 -- CHGO2:20110628.v2 Notary Public EXHIBIT A LEGAL DESCRIPTION OF ICEBOX QUARRY PARCEL A -1 - CHG02:20110628.v2 EXHIBIT B PERMITTED EXCEPTIONS B -1 - CHG02:20110628.v2 EXHIBIT C DEED RESTRICTIONS These Deed Restrictions (hereinafter defined) are attached to and made a part of that certain Special Warranty Deed ( "Deed ") wherein K.A. STEEL CHEMICALS, INC., a Delaware corporation ( "Grantor ") is the grantor and VILLAGE OF LEMONT, an Illinois municipal corporation ( "Grantee ") is the grantee, pursuant to which Grantor conveys to Grantee that certain real property located in the Village of Lemont, County of Cook and legally described in the foregoing Exhibit A to the Deed ( "Property "). Grantee covenants, agrees and acknowledges, by its acceptance and recordation of the Deed, that Grantee hereby takes title to the Property subject to the following reservations, covenants, restrictions, conditions and other provisions (collectively, the "Deed Restrictions "), which shall be binding upon Grantee and its successors and assigns, including, without limitation, any successor owners, tenants and other occupants or users of the Property: 1. Use Restriction. The Property shall be used solely for the limited purpose of permitting the public to conduct passive recreational uses thereon, with such passive recreational uses being limited to walking trails, restroom facilities, non - motorized water uses and picnic facilities and only during the hours from sunrise to sunset, and for no other purpose. Notwithstanding the foregoing, Grantee shall not make, or permit to be made, any use of the Property for overnight camping, organized sports activities (including, without limitation, baseball, football and soccer) or for the development and/or use of facilities, fields or improvements related to such organized sports activities. 2. Title Reverting to Grantor. (a) Reference is hereby made to that certain Agreement dated , 2003 between Grantor and Grantee (as amended from time to time, and recorded on , 2003 as document no. , with the Cook County Recorder of Deeds the "Agreement "). If Grantee defaults at any time in any of its covenants contained in Article 7 of the Agreement, then without limiting any other rights or remedies that Grantor may have under the Agreement on account of such default, upon notice ( "Grantor's Reverter Notice ") by Grantor to Grantee of such default and that Grantor desires to invoke the reverter right contained in this Section 2, the Property shall be automatically reconveyed to Grantor, its successors or assigns and fee simple title to the Property shall then be held by Grantor free and clear of all Deed Restrictions contained in this Exhibit C and subject only to those encumbrances of record which exist as of the date of the Deed. Upon such reconveyance of the Property under this Section 2(a), any and all encumbrances of record and other matters which arise after the date of this Deed (other than those which Grantor, in Grantor's Reverter Notice, specifically agrees shall be permitted to continue to encumber the Property) shall be automatically terminated, released and of no further force and effect. Without limiting the foregoing provisions of this Section 2, in order to effectuate the reverter provisions of C -1 - CHGO2:20110628.v2 this Section 2(a), Grantor, its successors and assigns shall have the right (but not the obligation) to reenter and repossess the Property and bring an action to recover the Property; (b) In the event that title to the Property reverts to Grantor, its successors or assigns pursuant to the provisions of this Section 2, Grantee shall immediately remove any and all improvements, hazardous wastes or harmful conditions occurring or placed upon or under the Property from and after the date of the Deed, shall repair and restore any and all damage or adverse impact to the Property which occurred from and after the date of this Deed, and shall indemnify, defend and hold Grantor, its successors and assigns harmless with respect to any claims, damages or liabilities arising with respect thereto. Grantor, its successors and assigns shall have the right to enforce the foregoing Deed Restrictions in any matter permitted at law or in equity, including the right to seek specific performance. C -2 - CHGO2:20110628.v2 EXHIBIT D This Document Prepared By and After Recording Return To: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Suite 1800 Chicago, Illinois 60601 This space reserved for Recorder's use only. PARKING, ACCESS AND UTILITY EASEMENT AGREEMENT This PARKING, ACCESS AND UTILITY EASEMENT AGREEMENT (this "Agreement ") is made as of 4 - , 2003, by and between VILLAGE OF LEMONT, an Illinois municipal corporation ( "Grantor "), and K.A. STEEL CHEMICALS, INC., a Delaware corporation ( "Grantee "). RECITALS: A. Grantor holds fee simple title to that certain parcel of land which is legally described on Exhibit A attached hereto and incorporated herein by this reference (the "Land Bridge Easement Parcel "). B. Grantee holds fee simple title to that certain parcel of land which is adjacent to the northern boundary of the Land Bridge Easement Parcel and which is legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Central Parcel "). C. Grantee also holds fee simple title to that certain parcel of land which adjacent to the southern boundary of the Land Bridge Easement Parcel and which is legally described on Exhibit C attached hereto and incorporated herein by this reference ( "Development Parcel "). D. Grantee operates a national manufacturing and distribution facility (the "Plant ") on approximately 52 acres of land (collectively, the "Facility Property "), which Facility Property includes, among other parcels, the Central Parcel and the Development Parcel. E. The parties desire to enter into this Agreement in order that Grantor may grant, and Grantee may accept, certain parking, access and utility easements over, under, upon and through the Land Bridge Easement Parcel, and to set forth the parties' agreements respecting other related matters, all as set forth in that certain Agreement dated , 2003 and recorded on , 2003 as document no. by the Cook County Recorder of Deeds (the "Prior Agreement "), and more specifically set forth below. --- CHGO2:20110418. v2 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: ARTICLE I EASEMENT GRANTS 1.1 Parking Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Parking Easement ") for the purpose of (i) the parking of vehicles (including, without limitation, automobiles, trucks and trains) upon the Land Bridge Easement Parcel from time to time, (ii) the passage of vehicles (including, without limitation, automobiles, trucks and trains) over and across the Land Bridge Easement Parcel from time to time, in connection with the aforesaid parking of vehicles, (iii) the passage of pedestrians over and across the Land Bridge Easement Parcel from time to time, in connection with the aforesaid parking of vehicles, and (iv) the construction of paved and /or asphalt parking and /or sidewalk areas on the Land Bridge Easement Parcel, from time to time, in connection with the aforesaid parking of vehicles. Notwithstanding the foregoing provisions of this Section 1.1, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by Grantee for the parking of vehicles (and the other associated uses) shall be for the purpose of accommodating Grantee's parking needs for the Plant. In that regard, Grantor, for itself and on behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter any of the paving, asphalt, parking or sidewalk facilities existing from time to time on the Land Bridge Easement Parcel, or construct any other improvements on or under the Land Bridge Easement Parcel, or take any other action, which would interfere with or impair the rights granted under this Section 1.1 to the owner from time to time of the Central Parcel. 1.2 Access Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Access Easement ") for the purpose of (i) pedestrian and vehicular (including, without limitation, automobiles, trucks and trains) ingress and egress over, upon and across the Land Bridge Easement Parcel to and from the Central Parcel, from and to the Development Parcel; (ii) the construction, use, installation and maintenance of paved and /or asphalt roadway and sidewalk areas on the Land Bridge Easement Parcel from time to time in connection with the aforesaid vehicular and pedestrian ingress and egress; and (iii) the construction, use, installation and maintenance of railroad tracks or other use on the Land Bridge Easement Parcel from time to time in connection with the aforesaid vehicular ingress and egress and Grantee's use of the Plant and Facility Property. Notwithstanding the foregoing provisions of this Section 1.2, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by the Grantee for access (and other associated uses) shall be for the purpose of accommodating Grantee's access needs for the Plant. In that regard, Grantor, for itself and on 2 - CHGO2:20110418.v2 behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter any of the paving, asphalt, curb cuts or railroad tracks, or construct any other improvements, on or under the Land Bridge Easement Parcel, or take any other action, which would interfere with or impair the rights granted under this Section 1.2 to the owner from time to time of the Central Parcel. 1.3 Utility and Drainage /Discharge Easement. Grantor hereby grants, gives and conveys to Grantee, and its successors and assigns, as an easement appurtenant to the Central Parcel for the benefit of the owner of the Central Parcel from time to time and its licensees, invitees, employees, mortgagees in possession and lessees, an exclusive, irrevocable and perpetual easement (the "Utility and Drainage Easement ") over, upon and across the Land Bridge Easement Parcel for the purpose of (i) the construction, use, installation and maintenance of utility lines and associated facilities from time to time serving the Plant, and (ii) the discharge and drainage of stormwater, processed water and treated plant waste water from the Plant. Notwithstanding the foregoing provisions of this Section 1.3, Grantor hereby acknowledges that it is the intent of the parties that the aforesaid use of the Land Bridge Easement Parcel by the Grantee for utility lines and discharge and drainage shall be for the purpose of accommodating Grantee's utility, discharge and drainage needs for the Plant. In that regard, Grantor, for itself on behalf of the owner(s) from time to time of all or any portion of the Land Bridge Easement Parcel, agrees that it shall not alter the Land Bridge Easement Parcel in any way nor take any other action which would interfere with or impair the rights granted under this Section 1.3 to the owner from time to time of the Central Parcel. 1.4 Prior Easements; Reservation of Rights by the Grantor. Grantee hereby acknowledges and agrees that (i) its rights to use the Land Bridge Easement Parcel under this Agreement are expressly subject to existing recorded easement rights encumbering the Land Bridge Easement Parcel as of the date of this Agreement; and (ii) the rights to use the Land Bridge Easement Parcel are expressly reserved by the Grantor and any successor owners of the Land Bridge Easement Parcel from time to time; provided, however, that in no event shall Grantor or any successor owner of all or any portion of the Land Bridge Easement Parcel from time to time (x) grant additional easements, licenses and rights over, upon or under the Land Bridge Easement Area; or (y) interfere with or impair in any manner the rights granted to Grantee under this Agreement. ARTICLE II MAINTENANCE 2.1 Maintenance. (a) Grantee shall, at its own expense, repair, replace and maintain from time to time (i) any and all paving and asphalt areas on the Land Bridge Easement Parcel which provide, and which are used by Grantee for, vehicular and /or pedestrian ingress and egress to the Central Parcel and/or the Development Parcel or which are utilized by Grantee, its employees or invitees for parking, (ii) any and all railroad tracks on the Land 3 - CHGO2:20110418.v2 Bridge Easement Parcel which provide, and which are used by Grantee for, ingress and egress to the Central Parcel and /or the Development Parcel, and (iii) any and all utility lines and associated facilities which serve the utility and /or drainage needs of, and which are used by Grantee for, the Plant, in order to keep such areas in a clean, sightly, safe, unobstructed, good and useable condition. (b) Grantor shall, at its such expense, repair, replace and maintain from time to time all other portions of the Land Bridge Easement Parcel and the improvements thereon or thereunder (i.e., all portions of the Land Bridge Easement Parcel other than those which are the responsibility of the Grantee under Section 2.1(a) above) including, without limitation, any culverts, infrastructure or other improvements related to the I &M Canal or pedestrian and vehicular access. (c) With regard to the foregoing repair, replacement and maintenance obligations, each party shall comply with any and all applicable laws, codes and ordinances. Any maintenance, repair and replacement performed by Grantor shall be made so as to interfere as little as practicable with the rights granted hereunder to Grantee and the operations at the Land Bridge Easement Parcel. Grantor shall use commercially reasonable efforts to coordinate maintenance, replacement and repairs on the Land Bridge Easement Parcel so that Grantee's use of the Land Bridge Easement Parcel shall not be materially impaired or interfered with. 2.2 Performance of Other Party's Obligations. (a) In the event of an emergency requiring maintenance, replacement or repair, if the party obligated to perform same hereunder does not undertake the same within a period of time which is reasonable under the circumstances or it does not appear that such party will, or will be able to, undertake such maintenance, replacement or repair, the other party hereto may, at its option and upon notice to obligated party, perform such maintenance, replacement or repair and pay any and all costs and charges associated therewith. (b) If Grantor fails to maintain, replace and /or repair as obligated hereunder and such failure results in a material interference with, or impairment of, the rights granted to Grantee by this Agreement or with the use or operation of the Plant, but does not result in an emergency, then in either such instance Grantee may notify Grantor of such failure. In the event Grantor fails to remedy its failure within ten (10) days after delivery of such notice or, if such failure cannot be cured within ten (10) days, in the event Grantor fails to commence the cure of such failure within such ten (10) day period and thereafter diligently pursue such cure to completion within thirty (30) days after delivery of the aforesaid notice, Grantee, at its option, may perform the obligation which Grantor has failed to properly perform hereunder and pay any and all costs and charges associated therewith. (c) In any event described in this Section 2.2 whereby a party hereto performs the obligation of the other party hereto, the performing party shall be entitled to recover 4 - CHGO2:20110418.v2 from obligated party the sum of (i) the reasonable charges, fees, costs and expenses incurred by performing party (including reasonable attorneys' fees) in connection therewith, plus (ii) interest thereon at an annual rate equal to the Default Rate (as hereinafter defined) from the date of payment (unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event such lesser rate shall be charged). Such charges, fees, costs, expenses and interest shall be paid by obligated party within ten (10) days after receipt of a statement thereof from the performing party. For the purposes hereof, the term "Default Rate" shall be the rate equal to the greater of (i) four percent (4 %) in excess of Bank One's "prime" or "corporate base" rate, and (ii) 11 %. (d) No actions taken by a party pursuant to this Section 2.2 shall limit such party's rights under Article V below. ARTICLE III INDEMNITY 3.1 Indemnity. To the fullest extent permitted by law, each party hereunder ( "Indemnitor ") covenants and agrees to defend, protect, indemnify and hold harmless the other party hereto and such other party's members, officers, directors, shareholders, partners, owners, beneficiaries, members, trustees and their respective legal representatives, successors and assigns (collectively, "Indemnitee ") from and against all claims, including any actions or proceedings brought thereon, and all costs, losses, damages, expenses and liabilities (including, without limitation, reasonable attorney's fees and costs of suit) incurred by any Indemnitee and arising out of or from (a) the negligent or willful acts or omissions of such Indemnitor or (b) the breach by said Indemnitor of its obligations under this Agreement, in either case to the extent resulting in the injury to or death of any person or damage to the property of any person. ARTICLE IV NOTICES Any notice, request, demand, instruction or other document to be given or served hereunder, or under any document or instrument executed pursuant hereto, shall be in writing and shall be delivered personally or sent by United States registered or certified mail, return receipt requested, or by overnight express courier, postage prepaid and addressed to the parties at their respective addresses set forth below, and the same shall be effective upon receipt (or refusal of delivery) if delivered personally, or three (3) business days after posting in the United States mails, if mailed, or one (1) business day after deposit with an overnight courier service. A party may change its address for receipt of notices by service of a notice of such change in accordance herewith. 5 -CHGO2:20110418.v2 If to Grantor: Village of Lemont 418 Main Street Lemont, Illinois 60439 Attention: Village Manager with a copy to: John Antonopoulos, Esq. Antonopoulos & Virtel, PC 15419 East 127th Street, Suite 100 Lemont, Illinois 60439 If to Grantee: K.A. Steel Chemicals, Inc. 15185 Main Street P.O. Box 729 Lemont, Illinois 60439 Attention: President with a copy to: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street, Suite 1800 Chicago, Illinois 60601 ARTICLE V REMEDIES 5.1 Violations. Without limiting the provisions of Section 2.2 above, upon the occurrence of any one or more of the following events of default by a party hereto ( "Defaulting Party "), the other party hereto (a "Non- Defaulting Party ") shall have the rights and remedies set forth in Section 5.2 below: (a) Failure by any party hereto to pay any due and owing sums required to be paid by such party, for five (5) days after written notice of such non - payment shall have been given to such non - paying party by any Non - Defaulting Party. (b) Violation or breach by any party hereto of any other provision, covenant or obligation required to be performed by such party hereunder, and the continuation of such violation or breach for fifteen (15) days after written notice thereof shall have been given to such party in violation or breach by any Non - Defaulting Party; provided that such 15 -day period shall be extended for the time reasonably required to complete a cure of such violation or breach (not to exceed, in any event, an additional 30 -day period), if such violation or breach cannot reasonably be cured within said initial 15 -day period and the party in violation or breach commences to cure such violation or breach within said initial 15 -day period and thereafter diligently and continuously proceeds to cure same. 6 - CHGO2:20110418.v2 5.2 Remedies. Upon the occurrence of any one or more of the events described in Section 5.1, each Non - Defaulting Party shall have the right to bring an action at law or in equity against the Defaulting Party as permitted by law, including, without limitation, an action (a) for damages, injunctive relief or specific performance, (b) for judgment or for the payment of money and the collection thereof, (c) for any combination of the remedies set forth in this Article V, and (d) for any other relief which the Non - Defaulting Party may deem necessary or appropriate. ARTICLE VI MORTGAGES 6.1 Right to Mortgage. Grantor shall have the right to mortgage its fee interest in the Land Bridge Easement Parcel; provided, however, that the foreclosure of any such mortgage, shall not impair or extinguish the easement rights of Grantee created under this Agreement and provided that such successor shall have all rights and shall be responsible and liable for all obligations of Grantor hereunder, irrespective of when such rights or obligations arose or accrued (subject, however, to the terms of Section 6.2 below). 6.2 Mortgagee Rights and Obligations. Grantee agrees to give the holder of any mortgage to which the Land Bridge Easement Parcel is subject, by registered or certified mail, a copy of any notice or claim of default served by Grantee upon Grantor, provided that prior to such notice Grantee has been notified in writing of the name and address of such mortgage holder. Grantee further agrees that if Grantor shall have failed to cure any default within the pertinent period permitted by Section 5.1 hereof, then the holder of any mortgage to which the Land Bridge Easement Parcel is subject shall have (i) with respect to a monetary default, an additional five (5) days within which to cure or correct such default, and (ii) with respect to a non - monetary default an additional ten (10) days within which to cure or correct such default. ARTICLE VII ESTOPPEL CERTIFICATES 7.1 By All Parties. Each party hereto shall execute, acknowledge and deliver to the other party hereto from time to time, upon request by the other party hereto or any mortgagee of such other party made at least ten (10) days prior to the requested date for delivery, a statement certifying to the other party hereto and any mortgagee of such other party (i) that this Agreement is unmodified and in full force and effect (or if there have been modifications, that this Agreement is in full force and effect as modified, stating the modifications), (ii) whether any notices of a default or breach which continue to be outstanding have been given to the party completing the certification, (iii) whether, to the knowledge of the party completing the certification, any default or breach has occurred hereunder by the other party hereto which continues to be outstanding and if so, specifying each such known default or breach, and (iv) such other matters as may be reasonably requested by the other party hereto or any mortgagee of such other party (so long as such other matters do not amend, revise or alter any of the duties, obligations, rights or privileges of the parties hereunder). 7 -- CHGO2:20110418.v2 ARTICLE VIII MISCELLANEOUS 8.1 Separation of the Property. If the Central Parcel is hereafter divided into two or more parts by separation of ownership, each party owning a part thereof shall enjoy the benefit of the easements granted to the owner of the original parcel hereunder. If the Land Bridge Easement Parcel is hereafter divided into two or more parts by separation of ownership, each party owning a part thereof shall be jointly and severally responsible for all obligations and liabilities of "Grantor" hereunder and each such part shall continue to be burdened by the easements granted herein. 8.2 Covenants Running with the Land. All provisions of this Agreement, including the benefits and burdens set forth herein, shall run with the land and are binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 8.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one completed document. 8.4 Not a Public Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any portion of the Land Bridge Easement Parcel to the general public or for any public use or purpose whatsoever. Except as herein specifically provided, no right or privilege of any party hereto shall inure to the benefit of any third party, nor shall any third party be deemed to be a beneficiary of any of the provisions contained herein. 8.5 Severability. Invalidation of any provisions contained in this Agreement or of the application thereof to any person by judgment or court order shall in no way affect any of the other provisions hereof or the application thereof to any other person and the same shall remain in full force and effect. 8.6 Captions. The captions preceding the text of each article and section and the defined terms herein are included for convenience of reference. Captions and defined terms shall be disregarded in the construction and interpretation of this Agreement. 8.7 Time of the Essence. Time is of the essence under this Agreement. 8.8 Additional Documents. Grantor and Grantee agree to promptly execute and deliver all documents reasonably deemed necessary by either party to more fully evidence or effectuate the terms of this Agreement. [SIGNATURES ON FOLLOWING PAGE] 8 -- CHGO2:20110418.v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 9 - CHGO2:20110418.v2 GRANTOR: VILLAGE OF LEMONT, an Illinois municipal corporation Village Clerk Approved by [Resolution/Ordinance No. I •©3 f t e Village of Lemont this 22.- day of ,Zti , 2003 GRANTEE: K.A. STEEL CHEMICALS, INC., a Delaware corporation By: Name: Its: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, Rosemay Yates , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY, that John F. Piazza , personally known to me to be the President of the Village of Lemont, an Illinois municipal corporation, whose name is subscribed to the within instrument, appeared before me this day in person and acknowledged that as such President he /she signed and delivered the said instrument as President of such corporation, as his /her free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this 22 day of Sept. , 2003. My Commission Expires: OFFICIAL SEAL ROSEMAY YATES NOTARY PUSL:C STATE OF ILLINOIS MY COMMISSION WIPES P1. 12.2004 - -CHGO2:20110418.v2 10 STATE OF ILLINOIS ) ) SS. COUNTY OF ) I, , a Notary Public, in and for said County, in the State aforesaid, do hereby certify, that , personally known to me to be the of K.A. Steel Chemicals, Inc., a Delaware corporation, whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he /she signed and delivered said instrument as of such corporation, as his /her own free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this _day of , 2003. My Commission Expires: Seal: 11 - CHG02:20110418.v2 Notary Public EXHIBIT A LEGAL DESCRIPTION OF THE LAND BRIDGE EASEMENT PARCEL A -1 - CHG02:20110418.v2 EXHIBIT B LEGAL DESCRIPTION OF THE CENTRAL PARCEL B -1 - CHGO2:20110418.v2 EXHIBIT C LEGAL DESCRIPTION OF THE DEVELOPMENT PARCEL C -1 - CHG02:20110418.v2 EXHIBIT F This Document Prepared By and After Recording Return To: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Suite 1800 Chicago, Illinois 60601 This space reserved for Recorder's use only. GROUND LEASE THIS GROUND LEASE ( "Lease ") is made as of the 'LZ day of 2003, by and between K.A. STEEL CHEMICALS, INC., a Delawa e corporation ( "Landlord "), and VILLAGE OF LEMONT, an Illinois municipal corporation ( he "Tenant "). RECITALS: A. Landlord owns an approximately five (5) acre parcel of unimproved land situated in the Village of Lemont, Illinois which is legally described on Exhibit A attached hereto (the "Village Lease Parcel "). B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, the Village Lease Parcel, pursuant to the terms and provisions of (i) that certain Agreement between Landlord and Tenant dated q -1 t.-- , 2003 and recorded as document no. with the Cook County Recorder of Deeds (the "Agreement ") and (ii) this Lease. NOW, THEREFORE, in consideration of the promises and agreements set forth herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows: 1. Lease. Landlord hereby leases to Tenant, and Tenant hereby accepts and leases from Landlord, the Village Lease Parcel, to have and to hold during the Term (as hereinafter defined), subject to the terms and conditions contained in this Lease. 2. Term. (a) The term of this Lease (the "Term ") shall commence on , 2003 (the "Commencement Date ") and, unless sooner terminated as provided in this Lease, shall A -1 - CHGO2:20110268.v2 expire on the earlier to occur of (i) December 31, 2099; and (ii) the date upon which Landlord no longer leases the full "MWRD Parcel 2" (as hereinafter defined), whether pursuant to the "MWRD Parcel 2 Lease" (as hereinafter defined), as same may be extended from time to time, or otherwise. (b) For purposes of this Lease, the term "MWRD Parcel 2 Lease" shall mean that certain Lease Agreement dated July 1, 1966 between the Metropolitan Water Reclamation District of Greater Chicago, an Illinois municipal corporation ( "MWRD "), as landlord, and Landlord, as tenant, as amended and supplemented from time to time, pursuant to which MWRD leases to Landlord that certain land containing approximately 8.24 acres and legally described on Exhibit B attached hereto ( "MWRD Parcel 2 "). (c) The term "Lease Year" as used in this Lease shall mean each period of twelve consecutive calendar months beginning on the Commencement Date. 3. Use of the Village Lease Parcel. (a) Tenant shall use the Village Lease Parcel solely for the limited purpose of permitting the public to park passenger vehicles thereon and to conduct passive recreational uses, with such passive recreational uses being limited to walking trails, restroom facilities, non- motorized water uses and picnic facilities, during the hours from sunrise to sunset, and for no other use or purpose. Notwithstanding the foregoing, Tenant shall not make, or permit to be made, any use of the Village Lease Parcel (i) which, directly or indirectly, is forbidden by law, code or ordinance or governmental regulation, order, license or permit (collectively "Legal Requirements "), (ii) which may be dangerous to persons or property, or which may create a public or private nuisance, or (iii) for overnight camping, organized sports activities (including, without limitation, baseball, football and soccer) or for development and /or use of facilities, fields or improvements for such organized sports activities. (b) Tenant hereby acknowledges and agrees that this Lease does not constitute or create any easement, gift or dedication in favor of the general public to use all or any portion of the Village Lease Parcel for access or for any other purpose. The general public's right to use the Village Lease Parcel shall be solely as an invitee of Tenant hereunder and strictly in accordance with the terms and provisions of this Lease. (c) Tenant hereby acknowledges and agrees that, notwithstanding anything to the contrary contained in this Lease, Landlord shall have the right, upon thirty (30) days' prior written notice to Tenant, to prohibit the use of the Village Lease Parcel by the general public for one (1) day during each Lease Year. 4. Alterations. (a) Tenant shall not make or allow to be made any improvements (including, without limitation, any paving, addition of asphalt or installation of above - ground or below - ground utility lines) or physical additions to be made in or to the Village Lease Parcel, without first obtaining the written consent of Landlord (which consent may be withheld in Landlord's sole and absolute A -2 - CHGO2:20110268.v2 discretion). Any improvements or additions consented to by Landlord shall be performed in a good and workmanlike manner and in accordance with such terms and conditions as may be imposed by Landlord (including, without limitation, review and approval of plans and specifications and approval of contractors from time to time). Tenant shall deliver to Landlord a copy of the "as- built" plans and specifications for all improvements or physical additions so made in or to the Village Lease Parcel. (b) Tenant shall indemnify, defend and hold harmless Landlord from and against all costs (including, without limitation, attorneys' fees and costs of suit), losses, liabilities or causes of action arising out of, or relating to, any alterations, additions or improvements made by Tenant or Tenant's contractors to the Village Lease Parcel, including but not limited to any mechanics' or materialmen's liens asserted in connection therewith. (c) Should any mechanic's or other liens be filed against any portion of the Village Lease Parcel (or the improvements thereon), Tenant shall cause the same to be canceled or discharged of record, or otherwise insured over to Landlord's satisfaction, within ten (10) days after the filing of any such lien. If Tenant shall fail to so cancel, discharge or insure over said lien or liens, within said ten (10) day period, Landlord may, at its sole option, cancel or discharge the same and, upon Landlord's demand, Tenant shall reimburse Landlord for all costs incurred in cancelling or discharging such liens. 5. Base Rent. Tenant shall pay base rent ( "Base Rent ") to Landlord for the Village Lease Parcel as provided in this Section. Base Rent for each Lease Year during the Tenn shall be in the amount of One and 00 /100 Dollars ($1.00) and shall be payable, in cash, on the first day of each Lease Year hereunder. 6. Other Rent. (a) Without limiting the provisions of Section 4 above, Tenant shall be responsible for arranging for, installing and paying the cost of all utilities (including, but not limited to, water, gas, electricity, sewers and telecommunications services) supplied to or servicing the Village Lease Parcel. Tenant shall pay for such utilities directly to the respective providers thereof. Landlord shall not be liable for any interruption in the supply of any utility to the Village Lease Parcel, nor shall any such interruption constitute a breach by Landlord of the terms and conditions of this Lease, or constitute a ground for an abatement of any sum payable by Tenant under this Lease. (b) Tenant shall pay before past -due or delinquent, and shall be solely responsible for the timely payment of, any and all taxes (including, without limitation, all general and special real estate taxes and assessments), levies, assessments, leasehold assessments and governmental fees and charges of any and every kind whatsoever (collectively, "Taxes" and including, without limitation, all parking, franchise, privilege, sale, licensing or similar taxes) levied or assessed upon or relating in any way to the ownership, leasing, use or operation of the Village Lease Parcel, for each Lease Year (or portion thereof) during the Term of this Lease. If applicable, within thirty (30) days from the date of this Lease, Tenant, at its sole cost and expense, shall apply for a tax division for the Village Lease Parcel such that same is separately assessed. The A -3 - CHGO2:20110268.v2 tax division shall be subject to Landlord's review and approval. If Landlord receives any real estate tax bill related to the Village Lease Parcel or any bill for any Taxes related to the Village Lease Parcel, and such bill is for a period of time during the Term of this Lease, then Tenant shall immediately pay to Landlord the prorata portion of the real estate taxes for the Village Lease Parcel or the applicable portion of any bill for Taxes related to the Village Lease Parcel, within ten (10) days of delivery by Landlord of a copy of such bill. In the event that any Taxes are not timely paid, Landlord, at its option, may pay the Taxes and seek recovery from Tenant, and Tenant shall immediately reimburse Landlord for all such payments including all of Landlord's costs, penalties and attorneys' fees. All references to Taxes "for" a particular Lease Year shall be deemed to refer to Taxes levied, assessed or otherwise imposed during such Lease Year, without regard to which such Taxes are payable. (c) This Lease is intended to be a "triple net" lease. Without limiting any other provision of this Lease obligating Tenant to pay any amount or perform any obligation, Tenant hereby agrees to pay, as additional rent, all costs and expenses of any and every kind whatsoever in connection with the construction, installation, repair, maintenance, restoration, rebuilding, use, enjoyment, existence or operation of the Village Lease Parcel and any improvements thereon and therein from time to time. 7. Rent Generally. Tenant agrees to pay the amounts to be paid by Tenant pursuant to Sections 5 and 6 above (collectively "Rent ") without deduction or offset at the respective times set forth herein. The payment of Rent under this Lease is independent of each and every other covenant contained in this Lease. 8. Maintenance and Repairs; Drainage; Signage. (a) Tenant shall, at all times during the Term of this Lease and at Tenant's sole cost and expense, keep the Village Lease Parcel, any improvements thereon and any alterations and additions thereto, in good order, condition, and repair, and in a clean, slightly, healthful, safe and secure condition, free of refuse. Tenant shall perform all necessary maintenance and repairs, and all other maintenance and repairs which are appropriate in the ordinary course of operating a passive recreational facility. Tenant shall not suffer or permit any waste to occur to the Village Lease Parcel. (b) Tenant agrees that it will not create any surface water drainage problems and will, at its sole cost and expense, correct any such problems it may create as a result of its construction or activities on the Village Lease Parcel. (c) Landlord shall maintain any and all roadways and parking areas on the Village Lease Parcel, including keeping same free of snow and ice. (d) Any signage on the Village Lease Parcel must be mutually acceptable to Landlord and Tenant. A -4 - -CHGO2:20110268.v2 9. Insurance to be Procured and Maintained by Tenant. (a) Tenant shall, at its sole cost and expense, procure and maintain the following insurance at all times during the Term and shall verify that every contractor or subcontractor engaged in the construction or installation of any improvements or alterations at the Village Lease Parcel or in the maintenance of the Village Lease Parcel has the same coverage (including, but not limited to, the amount of the limits): (i) Commercial General Liability insurance including Contractual Liability with limits of not less than $5,000,000 per location, per occurrence and in the aggregate. (ii) Workers' compensation insurance in statutory limits with employer's liability coverage of not less than $500,000 for each injury, $500,000 for each disease, and $500,000 for the policy limit. (iii) All -risk insurance for the full replacement cost of any improvements, fixtures and personal property located on the Village Lease Parcel. (iv) All such other insurance coverage (if any) as may be required by Landlord, in its reasonable business judgment, from time to time. (b) All such insurance shall be in companies with an A.M. Best rating of A -VIII or better or with such other companies as are reasonably acceptable to Landlord. Such insurance shall identify Landlord, its parent and affiliates, and such other parties as Landlord may designate from time to time as additional insureds thereunder (and, in the case of a property policy, Landlord shall also be identified as a loss payee), and shall contain such deductibles as Landlord consents to, which consent shall not be unreasonably withheld. All such liability insurance shall include the condition that it is primary and that any such insurance maintained by Landlord or any additional insured is excess and non - contributory. All such policies shall provide that they may not be canceled or altered without at least 30 days' prior written notice to Landlord and the additional insureds. Tenant shall furnish evidence of such insurance to Landlord on or before the time Tenant takes possession of the Village Lease Parcel and annually thereafter, and furnish evidence of each contractor's and subcontractor's insurance to Landlord on or before such contractor's or subcontractor's entry on the Village Land Parcel. (c) Tenant agrees to have its all -risk insurance policies endorsed with a clause providing that any release from liability of, or waiver of claim for recovery from, Landlord entered into in writing by Tenant prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder. Said insurance shall further provide that the insurer waives all rights of subrogation which such insurer might have against Landlord. Without limiting any release or waiver of liability or recovery contained in any other Section of this Lease, but rather in confirmation and furtherance thereof, Tenant waives all claims for recovery from Landlord for any loss or damage to any of its property. 10. Licenses, Permits and Governmental Regulation. Tenant shall, at Tenant's sole cost and expense, obtain and maintain in full force and effect at all times during the Term all A -5 -- CHGO2:20110268.v2 licenses, permits, approvals or certificates from public agencies or authorities which are required by Legal Requirements with respect to uses and operations at the Village Lease Parcel. Tenant shall promptly notify Landlord of any material governmental inquiry or proceeding regarding the uses and operations of the Village Lease Parcel. 11. Environmental Provisions. (a) Tenant, at its sole cost and expense, shall conduct and cause all other activities on the Village Lease Parcel to be conducted in compliance with all Environmental Requirements (defined below). The term "Environmental Requirements" means all applicable present and future statutes, laws, regulations, ordinances, rules, codes, standards, judgments, orders or other similar enactments of any governmental authority or agency regulating or relating to health, safety, or environmental conditions. This shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Toxic Substances Control Act, the Clean Water Act, the Emergency Planning and Community Right -to -Know Act, the Occupational Safety and Health Act, and all state and local counterparts thereto, and any rules, regulations or policies promulgated or issued thereunder. (b) Tenant shall not permit or cause any person to bring any Hazardous Material (defined below) upon the Village Lease Parcel or transport, store, use, generate, manufacture or release any Hazardous Material in or about the Village Lease Parcel without Landlord's prior written consent. Tenant, at its sole cost and expense, shall remediate in a manner satisfactory to Landlord any Hazardous Materials released on or from the Village Lease Parcel in violation of Environmental Requirements by Tenant, its agents, employees, contractors, subtenants or invitees. The term "Hazardous Materials" means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). (c) For purposes of all Environmental Requirements, Tenant is and shall be deemed to be the "operator" of Tenant's "facility" and the "owner" of all Hazardous Materials brought on the Village Lease Parcel by Tenant, its agents, employees, contractors or invitees, and the wastes, by- products, or residues generated, resulting, or produced therefrom. (d) Tenant shall indemnify, defend, and hold Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Village Lease Parcel), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses (including, without limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, reasonable attorneys' fees, consultant fees or expert fees) which are brought or recoverable against, or suffered or incurred by Landlord as a result of Tenant's breach of its obligations set forth in this Section 11. The obligations of Tenant under this Section 11 shall survive the expiration or other termination of this Lease. A -6 - CHGO2:20110268.v2 (e) Landlord shall have access to, and a right to perform inspections and tests of, the Village Lease Parcel to determine Tenant's compliance with Environmental Requirements, its obligations under this Section 11 or the environmental condition of the Village Lease Parcel. Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant's operations. Such inspections and tests shall be conducted at Landlord's expense, unless such inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the reasonable cost of such inspection and tests. Landlord's receipt of, or satisfaction with, any environmental assessment in no way waives any rights that Landlord holds against Tenant. 12. Additional Covenants and Duties of Tenant. In addition to its other obligations hereunder, Tenant shall do all of the following at its sole cost and expense: (a) Hire, supervise and pay all persons (and timely pay all taxes, benefits and other amounts payable in respect of such persons' employment or services) necessary or appropriate to employ for the efficient operation of the Village Lease Parcel as a passive recreational facility, and all such employees shall be the employees of Tenant and not of Landlord. (b) Maintain all safety and security programs and systems necessary or appropriate for the operation of the Village Lease Parcel as a passive recreational facility. (c) Not use or permit any person to use the Village Lease Parcel for any purpose whatsoever in violation of any present or future Legal Requirements, and not use or permit any person to use the Village Lease Parcel for any illegal, immoral or dangerous purpose. (d) Obey and comply with all health, safety, police and fire regulations, and all other Legal Requirements applicable to the Village Lease Parcel or Tenant's use and operation thereof. (e) Maintain in a clean, orderly and sanitary manner all trash receptacles on the Village Lease Parcel and provide for trash disposal in a manner that does not cause litter or other disruption. 13. Village Lease Parcel Leased "As Is "; No Warranties by Landlord. (a) Landlord is leasing the Village Lease Parcel to Tenant "AS IS" and "WHERE IS" and without any representations or warranties of any kind whatsoever, express or implied, all such representations and warranties being hereby expressly disclaimed by Landlord and waived and released by Tenant. Tenant acknowledges that Landlord has not made any representations, warranties, promises or agreements with respect to the Village Lease Parcel, the ability of Tenant to operate the Village Lease Parcel as a passive recreational facility or otherwise, or any other matter. Tenant further acknowledges that Landlord has not agreed to make any alteration or improvements in or about the Village Lease Parcel. (b) Without limiting the generality of the foregoing, Landlord shall have no obligation or liability for, or concerning, the provision, availability or adequacy of electricity, A -7 --CHGO2:20110268.v2 water, gas, telecommunications or other utilities or services to the Village Lease Parcel. Moreover, Landlord shall have no responsibility or liability for vandalism or theft on or from the Village Lease Parcel, and all property on the Village Lease Parcel shall be there at the sole risk of Tenant or the owners thereof. 14. Damage; Casualty. If the improvements at the Village Lease Parcel become wholly or partially untenantable or damaged as a result of any cause whatsoever (whether by reason of fire, lightning, snow, rain, any other casualty, or by reason of any other cause not constituting a casualty), Tenant shall, at its sole cost and expense, promptly repair, restore and rehabilitate same. 15. Condemnation. (a) If a substantial portion of the Village Lease Parcel is taken or condemned under any governmental body's exercise of its power of eminent domain, or if Landlord conveys a substantial portion of the Village Lease Parcel to any governmental body under threat of eminent domain, then Tenant may elect, by delivery of written notice thereof to Landlord within fifteen (15) days after Tenant obtains knowledge of the pending taking or conveyance, as the case may be, to terminate this Lease, in which case this Lease will terminate effective as of the date of taking or conveyance, as the case may be. (b) If the entire Village Lease Parcel is taken or condemned under any governmental body's exercise of its power of eminent domain, or if Landlord conveys the entire Village Lease Parcel to any governmental body under threat of eminent domain, then this Lease shall automatically terminate effective upon the date of the taking. (c) If Tenant exercises its power of eminent domain and takes any portion of the Village Lease Parcel, or if Landlord conveys any portion of the Village Lease Parcel to Tenant under threat of eminent domain, such event shall in no event cause the remaining portion of the Village Lease Parcel owned by Landlord to become in violation of any municipal requirements, including without limitation, any zoning requirements. (d) The entire award in any of the aforesaid takings shall be paid to, and shall be the sole property of, Landlord and Tenant hereby waives any and all right in and to such award and agrees not to claim or accept any separate award, and if made, such separate award shall belong to and be endorsed and assigned to or as directed by Landlord. (e) The foregoing provisions on Condemnation shall be subject and subordinate to the Village's Covenants under Article 7 of the Agreement. 16. Landlord's Remedies Upon Default. The occurrence of any of the following shall constitute a "Default" by Tenant hereunder: (a) Tenant shall fail to make any payment when due hereunder; (b) Tenant shall fail to perform any other of its obligations or agreements hereunder and such failure shall continue for ten (10) days after Tenant's receipt of written notice thereof from Landlord; (c) the leasehold interest of Tenant is levied upon or attached under process of law; (d) Tenant dissolves or is otherwise liquidated; (e) Tenant abandons or A -8 - CHGO2:20110268.v2 vacates the Village Lease Parcel; or (f) any voluntary or involuntary proceedings are filed by or against Tenant under any bankruptcy, insolvency or similar laws. Upon the occurrence of any Default hereunder, in addition to all other rights and remedies available under applicable law, Landlord may, in its sole discretion, declare this Lease terminated or terminate Tenant's right to possession of the Village Lease Parcel without terminating this Lease. Landlord's exercise of any remedy shall not operate to exclude or suspend any other remedy of Landlord including Landlord's rights for the recovery of any amount due under this Lease or any of Landlord's advances made thereon. Tenant shall be and remain responsible for any liability incurred by reason of Tenant's breach of any of the covenants of this Lease. If Tenant fails to pay any amount due Landlord hereunder, the delinquent amount shall bear interest at the greater of (i) the rate per annum equal to 4% over Bank One's "prime" or "corporate base" rate, and (ii) 11%. 17. Landlord's Right to Enter the Village Lease Parcel. Landlord reserves the right to enter the Village Lease Parcel at any time to make inspections and to perform any acts related to the safety, protection, preservation, or improvement of the Village Lease Parcel which Landlord may elect, in its sole discretion, to undertake. Landlord's exercise of any of the aforesaid rights shall not render Landlord liable in any manner to Tenant or to any other person, so long as Tenant's occupancy is not unduly disturbed thereby, and shall not result in any abatement or diminution of Rent. 18. Surrender; Holdover. Upon the expiration or earlier termination of this Lease, Tenant shall, upon the request of Landlord, remove all of Tenant's improvements, fixtures and personal property at the Village Lease Parcel and restore all affected areas to their original condition. If Tenant fails to vacate or surrender the Village Lease Parcel at the expiration or earlier termination of the Term, then, without limiting on any other rights and remedies available to Landlord, Tenant shall pay to Landlord as Base Rent during such holdover period an amount equal to double the prevailing market amount for Base Rent of the Village Lease Parcel (as determined by Licensor), on a per diem basis. No occupancy by Tenant after the expiration or earlier termination of the Term shall be construed to extend the Term. The provisions of this Section 18 shall not be deemed to limit or constitute a waiver of any rights or remedies of Landlord as provided herein or at law or in equity. 19. Risk of Loss. Tenant shall assume the full risk of loss with respect to all of its property and equipment located at the Village Lease Parcel and shall protect, indemnify and hold Landlord, its officers, directors, employees and agents, and all of the respective shareholders, directors, officers, partners, members, agents and employees of all of the foregoing (herein, the "Indemnified Parties "), harmless (and, if requested by Landlord, shall defend such Indemnified Parties) from and against any and all claims, liabilities, costs and expenses (including attorneys' fees and related expenses, and including, without limitation, claims for damage, loss or injury, either to persons or to property) arising from the use and occupancy of the Village Lease Parcel, A -9 -- CHGO2:20110268.v2 or access on or to the Village Lease Parcel on, over, under or across, any other property owned by Landlord, by Tenant, its employees, agents, representatives, invitees (including, without limitation, the general public) and licensees or the failure of Tenant to comply with its obligations hereunder. The provisions of this Section 19 shall survive the expiration or earlier termination of this Lease. 20. Estoppel Certificate. Tenant shall, at the request of Landlord from time to time, execute and acknowledge a certificate stating that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified, stating the modifications), the dates through which rent and other amounts have been paid hereunder, that there are no Defaults by the parties hereunder (or if there are Defaults, that there are no Default other than those specified, stating the Defaults) and such other matters as the other party may reasonably request. 21. Assignment and Sublet. Tenant may not assign this Lease, or sublease or license all or any portion of the Village Lease Parcel, or encumber this Lease or Tenant's rights hereunder. 22. Liens. Tenant agrees to keep the Village Lease Parcel free of any lien for labor or materials and free of any lien of any mechanic or materialman. Should any such lien arise, Tenant agrees to promptly pay any person or persons filing such lien and secure a release thereof of record, or to cause same to be insured over to Landlord's satisfaction. Tenant further agrees to indemnify Landlord for any cost or expenses incurred by Landlord in removing from the Village Lease Parcel any liens arising as the result of the activities of Tenant. The obligations of Tenant under this Section shall survive the expiration or other termination of this Lease. 23. Waiver of Claims. Tenant waives all claims it may have now or at any time hereafter against Landlord and the other Indemnified Parties for damage to person or property sustained by Tenant or any other person resulting from any occurrence in or about the Village Lease Parcel (except for claims arising out of Landlord's willful misconduct or gross negligence). The provisions of this Section 23 shall survive the expiration or earlier termination of this Lease. 24. Subordination. This Lease shall be subordinate to any mortgage or trust deed now or hereafter encumbering the Village Lease Parcel, and to all advances thereunder, interest thereon and modifications, renewals, replacements and extensions thereof, unless the mortgagee or trustee elects to have this Lease be superior to such mortgage or trust deed. 25. Rules and Regulations; Access. Landlord may adopt and amend from time to time, and Tenant shall comply with and cause its agents, employees, representatives, contractors, invitees and licensees to comply with, rules and regulations relating to the security, safety and cleanliness of the Village Lease Parcel and the operations on the Village Lease Parcel. 26. Notices. Any and all notices required to be given hereunder shall be in writing and shall be delivered personally, by certified or registered mail, return receipt requested, or by a reputable national overnight courier service, addressed to the parties at the following respective A -10 - CHG02:20110268.v2 addresses or at such other addresses as the parties hereafter may designate in a notice duly given to the other party: If to Landlord: K.A. Steel Chemicals, Inc. 15185 Main Street P.O. Box 729 Lemont, Illinois 60439 Attn: President with a copy to: If to Tenant: with a copy to: Mark A. Gershon, Esq. Piper Rudnick 203 North LaSalle Street Chicago, Illinois 60601 Village of Lemont 418 Main Street Lemont, Illinois 60439 Attn: Village Manager John Antonopoulos, Esq. Antonopoulos & Virtel P.C. 15419 East 127th Street Suite 100 Lemont, Illinois 60439 Unless otherwise provided herein, any such notice or demand shall be deemed given when personally delivered or, if mailed, two days after deposit in the United States mail, proper postage prepaid or, if sent by overnight courier service, on the next business day following delivery to the overnight courier service. All Rent and other payments due from Tenant to Landlord hereunder shall, unless otherwise directed by Landlord, be paid at its address set for receipt of notices hereunder. 27. Relationship of the Parties. The relationship of Tenant and Landlord shall be solely that of a tenant and landlord, and nothing herein shall be deemed to create a relationship of partners, joint venturers, or any other relationship between them. 28. Payment of Costs and Attorneys' Fees. Each party shall pay all costs and reasonable attorneys' fees and expenses paid or incurred by the other party if such other party prevails in action to enforce any of the defaulting party's obligations under this Lease. 29. No Personal Liability. Any liability of Landlord under or in respect of this Lease shall be limited to its interest in the Village Lease Parcel, and in no event shall any A -11 -- CHGO2:20110268.v2 personal liability be asserted against Landlord or any officer, director, employee or agent of Landlord. 30. Real Estate Brokers. Each of Landlord and Tenant represents and warrants to the other party that it has not dealt with any real estate broker in connection with this Lease or the transactions contemplated hereby. Each party agrees to indemnify, defend and hold harmless the other from any claims by any brokers who claim to have been engaged by such party in connection with this transaction or this Lease. The obligations of Landlord and Tenant under this Section 30 shall survive the expiration or other termination of this Lease. 31. Miscellaneous. (a) No delay in the exercise of any right or remedy hereunder shall be deemed a waiver of such right or remedy. No exercise of any right or remedy shall be deemed an election of remedies or a waiver of any other rights or remedies, and no waiver of any right or remedy with respect to any particular default, failure or similar action of a party hereunder shall be deemed a waiver of any right or remedy with respect to any other prior, concurrent or subsequent default, failure or similar action by a party. (b) Landlord may, but shall not be obligated to, perform any obligation of Tenant under this Lease which Tenant has failed to perform and, if Landlord so elects following not less than five (5) days' notice to Tenant (except in an emergency, when Landlord shall not be obligated to give any such notice), all costs and expenses incurred by Landlord in performing such obligation, together with interest at the rate determined pursuant to the fourth paragraph of Section 16 above, shall be reimbursed by Tenant to Landlord on demand. (c) The unenforceability, invalidity, or illegality of any provision of this Lease shall not render the other provisions unenforceable, invalid or illegal. (d) This Lease shall be construed and interpreted in accordance with the laws of the State of Illinois. (e) This Lease, together with the exhibits attached hereto, which are incorporated herein and made a part hereof by this reference, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written communications not expressly referred to herein regarding the subject matter hereof. This Lease may not be modified, amended or in any way altered except by a written agreement signed by both of the parties hereto. (f) All of the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. Tenant shall not have the right to record a memorandum of this Lease. (g) Section headings are included solely for convenience of reference and are not intended to be a full or accurate description of the content of this Lease. A -12 -- CHGO2:20110268.v2 (h) This Lease may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (i) Time is of the essence under this Agreement. 32. Effect of Termination. In the event of a termination of this Lease for any reason (including without limitation under the provisions of Section 33 below or Section 15 above), all rights and obligations of the parties provided for in this Lease shall thereby terminate and be deemed null and void in their entirety; provided, however, that such termination shall not terminate (i) Tenant's obligation to pay in the accrued and unpaid amounts under this Lease, which obligation shall survive any termination of this lease, by lapse of time or otherwise, (ii) either party's obligations and responsibilities under Section 23 above, which obligation and responsibilities shall survive any termination of this Lease, by lapse of time or otherwise, or (iii) any obligation of Tenant to indemnify any of the Indemnified Parties hereunder, which obligations shall survive any termination of this Lease by lapse of time or otherwise. 33. Termination. (a) Landlord and Tenant hereby acknowledge that the Landlord has heretofore entered into that certain (i) MWRD Parcel 2 Lease (as defined in Section 2(b) above) concerning the lease of the MWRD Parcel 2 by MWRD to Landlord, (ii) Lease Agreement dated April 19, 1979 ( "MWRD Parcel 1 Lease ") by and between MWRD, as landlord, and Landlord, as tenant, concerning that certain land containing approximately 8.33 acres and legally described on Exhibit C attached hereto (the "MWRD Parcel 1 "), and (iii) Easement Agreement dated November 5, 1998 (as amended and supplemented from time to time, "MWRD Easement Agreement ") between MWRD, as grantor, and Landlord, as grantee, concerning that certain land containing approximately 1.08 acres and legally described on Exhibit D attached hereto (the "MWRD Easement Parcel "). MWRD Parcel 1, MWRD Parcel 2 and the MWRD Easement Parcel are sometimes collectively referred to herein as the "MWRD Parcels ". (b) Landlord and Tenant hereby acknowledge and agree that, notwithstanding anything to the contrary contained in this Lease, at the election of Landlord and upon written notice thereof from Landlord to Tenant, this Lease shall automatically terminate and be of no further force and effect in the event that any or all of the following matters occur: (i) Tenant is in default (after expiration of applicable cure periods) under the Agreement (including, without limitation, a default under Article 7 of the Agreement); (ii) Landlord fails to have access to, or the right to use, all or any portion of the MWRD Parcels (including, without limitation, as a result of the expiration or earlier termination of the MWRD Parcel 1 Lease, the MWRD Parcel 2 Lease or the MWRD Easement Agreement and the failure of the terms of same to be extended pursuant to provisions that are acceptable to Landlord); or (iii) Landlord fails to continue to have the right, whether under the terms of the MWRD Easement Agreement or otherwise to withdraw water from property on and A -13 - CHGO2:20110268.v2 adjacent to the MWRD Easement Parcel and commonly known as the Consumers Quarry in Lemont, Illinois in amounts adequate for maintenance of its operations at the Plant. A -14 - CHGO2:20110268.v2 IN WITNESS WHEREOF, the parties hereto have caused this Ground Lease to be executed as of the day and year first above written. ATTEST: illage Clerk LANDLORD: K.A. STEEL CHEMICALS, INC., a Delaware corporation By: Name: Title: TENANT: VILLAGE OF LEMONT, an Illinois municipal corporation By: Name: Title: Approved by [Resolution/Ordinance] No. Q,1,1 -0 of tie Village of Lemont this iZ- day of , 2003 - CHGO2:20110268.v2 A -15 STATE OF ILLINOIS ) SS. COUNTY OF COOK I, Rosemay Yates , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY, that John F. Piazza , personally known to me to be the President of the Village of Lemont, an Illinois municipal corporation, whose name is subscribed to the within instrument, appeared before me this day in person and acknowledged that as such President he /she signed and delivered the said instrument as President of such corporation, as his /her free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this 22 day of Sept , 2003. My Commission Expires: a- \Z- 0,1 ®F - .,,....1 ', :SEAL 2 A4-i `YAT ES Fx_ PV: :.: ,.;' ATE OF ILLINOIS 1 m"`H' `' PIRES 8- 12.2004 A -16 •- CHGO2:20110268.v2 S Nbta y ublic STATE OF ILLINOIS COUNTY OF I, , a Notary Public, in and for said County, in the State aforesaid, do hereby certify, that , personally known to me to be the of K.A. Steel Chemicals, Inc., a Delaware corporation, whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he /she signed and delivered said instrument as of such corporation, as his /her own free and voluntary act, and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal, this day of , 2003. My Commission Expires: Seal: A -17 - CHGO2:20110268.v2 Notary Public EXHIBIT A LEGAL DESCRIPTION OF VILLAGE LEASE PARCEL A -1 -- CHGO2:20110268.v2 EXHIBIT B LEGAL DESCRIPTION OF MWRD PARCEL 2 B -1 - CHG02:20110268.v2 EXHIBIT C LEGAL DESCRIPTION OF MWRD PARCEL 1 C -1 - CHG02:20110268.v2 EXHIBIT D LEGAL DESCRIPTION OF MWRD EASEMENT PARCEL D -1 - CHG02:20110268.v2 Lem DESCRIPTKM - 10EROX QUARRY PARCVL a SCALE SOUTH UN OF THF NORTmEST I/4 OF SECT 2,-37 &Obi 010••••• -36-MO4 EBOX QUARRY LEGAL OE, '1'Si }N - ii:ESOX a UAHRY PA N 0� Q t� 1.Y X__ " woo GRAPHIC SCALE • • se w aw MO NM M -■1® tM a>i ( 111 nil. ) 1 1•se . a a (BEFORE YOU OlG! 0 -892 -0123 ULIA ;t Pa L.