NOR wish to enter into this Agreement in order to resolve their
disagreements, including any claims for contribution, satisfy, in full, NOR's
contribution to Milltown Site past and future RD/RA costs, and establish norms
for cooperation between themselves and with other parties regarding the future
of the Milltown Project, insurance coverage for Milltown Site RD/RA and other
related matters.
IV.
DEFINITIONS
A.
"AIG" MEANS AMERICAN INTERNATIONAL
GROUP, INC., AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE CO. ("AISLIC"),
AND ANY PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, PREDECESSORS, SUCCESSORS,
TRANSFEREES, OR ASSIGNS OF AMERICAN INTERNATIONAL GROUP, INC.
B.
"AGREEMENT" MEANS THIS CONFIDENTIAL
SETTLEMENT AGREEMENT AND MUTUAL RELEASE AND ALL APPENDICES ATTACHED HERETO.
C.
"AR" MEANS THE ATLANTIC RICHFIELD COMPANY
AND ANY AFFILIATES, PARENT COMPANIES, PREDECESSORS, SUCCESSORS, TRANSFEREES,
ASSIGNS OR SHAREHOLDERS OF ATLANTIC RICHFIELD COMPANY.
D.
"CECRA" MEANS THE MONTANA COMPREHENSIVE
ENVIRONMENTAL CLEANUP AND RESPONSIBILITY ACT, AS AMENDED, MCA §§ 75-10-701 ET
SEQ.
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E.
"CERCLA" MEANS THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, 42
U.S.C. §§ 9601-9675.
F.
"CLEAN-UP" SHALL HAVE THE SAME MEANING
AS "CLEAN-UP" IS DEFINED BY THE MILLTOWN POLICY, ATTACHED HERETO AS ATTACHMENT B
TO THIS AGREEMENT.
G.
"CONCEPTUAL RESTORATION PLAN" MEANS THE
CONCEPTUAL RESTORATION PLAN FOR RESTORATION OF THE CLARK FORK RIVER AND
BLACKFOOT RIVER NEAR MILLTOWN DAM TRANSMITTED TO NOR BY THE STATE OF MONTANA ON
FEBRUARY 28, 2003.
H.
"DAY" MEANS A CALENDAR DAY UNLESS
EXPRESSLY STATED TO BE A WORKING DAY.
IN COMPUTING ANY PERIOD OF TIME UNDER
THIS AGREEMENT, WHERE THE LAST DAY WOULD FALL ON A SATURDAY, SUNDAY, OR STATE OR
FEDERAL HOLIDAY, THE PERIOD SHALL RUN UNTIL THE CLOSE OF BUSINESS OF THE NEXT
WORKING DAY.
I.
"DEQ" MEANS THE MONTANA DEPARTMENT OF
ENVIRONMENTAL QUALITY AND ANY PREDECESSOR OR SUCCESSOR DEPARTMENTS OR AGENCIES
OF THE STATE OF MONTANA.
J.
"DOWNSTREAM RESPONSE COSTS" MEANS
COSTS ASSOCIATED WITH ANY ACTION RELATED TO ENVIRONMENTAL CONTAMINATION OR
ALLEGED ENVIRONMENTAL CONTAMINATION OF THE CLARK FORK RIVER, OR OTHER ASSOCIATED
AREAS, LOCATED DOWNSTREAM OF THE MILLTOWN SITE, INCLUDING BUT NOT LIMITED TO,
CLEANUP AND OTHER COSTS OF RESPONSE, ACTUAL OR PUNITIVE CIVIL DAMAGES OR
CRIMINAL PENALTIES, AND COSTS RELATED TO ANY OTHER FORM OF RELIEF AWARDED BY ANY
COMPETENT AUTHORITY WITH JURISDICTION OVER THE PARTIES AND SUCH MATTERS,
INCLUDING INJUNCTIVE RELIEF.
K.
"ENVIROCON" MEANS ENVIROCON, INC., AND ANY
PREDECESSORS, SUCCESSORS, TRANSFEREES, OR ASSIGNS.
L.
"EPA" MEANS THE UNITED STATES
ENVIRONMENTAL PROTECTION AGENCY AND ANY SUCCESSOR DEPARTMENTS OR AGENCIES OF THE
UNITED STATES.
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M.
"FERC" MEANS THE FEDERAL ENERGY REGULATORY
COMMISSION AND ANY PREDECESSOR OR SUCCESSOR COMMISSIONS, AGENCIES OR DEPARTMENTS
OF THE UNITED STATES.
N.
"MILLTOWN ADDITIONAL RESPONSE COSTS" MEANS
COSTS ASSOCIATED WITH THE MILLTOWN SITE RD/RA PURSUANT TO ANY "ROUND-ROBIN" COST
SHARING PROVISIONS OF THE MILLTOWN CD OR COSTS NOT WITHIN THE COVERAGE OF ANY
COST CAP INSURANCE POLICY PURCHASED BY AR FOR THE MILLTOWN SITE.
"MILLTOWN
ADDITIONAL RESPONSE COSTS" DOES NOT INCLUDE, AMONG OTHER THINGS, COSTS INCURRED
AS A RESULT OF ANY VIOLATION BY NOR OF ANY TERMS, CONDITIONS OR REQUIREMENTS
CONTAINED IN