experienced asbestos removal contract

 

U.S. Bank National Association       EXHIBIT 10.8            December 3, 1997
Mail Stop: SPFN0205
332 Minnesota Street
St. Paul, MN  55101
                        

ATTENTION:  Mr. David P. Peterson

    Re:  $8,670,000 Loan (the "Loan") from U.S. Bank National Association
         (US Bank) to Reuter Manufacturing, Inc. (Reuter) secured, in part, by
         Mortgage on Property located at 410 Eleventh Avenue South, Hopkins,
         Minnesota 

Dear Mr. Peterson:

    Reuter acknowledges that environmental due diligence in connection with the
Loan has revealed the following:

    -    Historical or current conditions or activities on or near the Property
    which have been interpreted by an environmental consultant as "recognized
    environmental conditions" (as said term is defined in ASTM Practice
    E 1527-97 "Standard Practice for Environmental Site Assessments:  Phase I
    Environmental Site Assessment Process) as more particularly described in
    that certain report (the "Phase I Report") entitled "Phase I Environmental
    Site Assessment, Reuter Manufacturing, Inc, 410 Eleventh Avenue South,
    Hopkins, Minnesota 55343" and dated November 18, 1997, prepared by Peer
    Environmental & Engineering Resources, Inc. (PEER); and

    -    Certain suspect asbestos containing materials ("ACM") observed by PEER
    including drop-in ceiling panels, wallboard and floor tile, as more
    particularly described in Section 6.2 of the Phase I Report.

    US Bank requires that Reuter take certain steps with respect to the ACM and
the "recognized environmental conditions" but nevertheless has agreed to proceed
with the closing of the Loan as long as Reuter gives US Bank the assurances set
forth in this letter.

    In consideration of US Bank's proceeding to close the Loan, Reuter hereby
assures US Bank that it will undertake to do the following:

    1.   ASBESTOS.  Reuter shall engage PEER or another consultant properly
certified and experienced in the nature of the required work and reasonably
acceptable to US Bank to conduct a survey of the suspect ACM observed in the

U.S. Bank National Association                              December 3, 1997
Page 2

Property.  Reuter shall forward to US Bank a true, correct and complete copy of
the survey.  In the event that the survey reveals actual ACM, Reuter shall do
the following:

         A.   In the event of actual ACM which, due to its condition or
    location, is recommended to be abated by repair, encapsulation, removal or
    other action, Reuter shall carry out the recommended abatement action.  In
    the event the recommended abatement includes removal of ACM, Reuter shall
    cause the same to be removed and disposed of offsite by a licensed and
    experienced asbestos removal contractor, all in accordance with applicable
    state, federal and local laws and regulations.  Upon completion of any such
    recommended abatement action, Reuter shall deliver to US Bank a
    certificate, signed by an officer of Reuter and the consultant overseeing
    the abatement action, certifying to US Bank that the work has been
    completed in compliance with all applicable laws, ordinances, codes and
    regulations (including without limitation those regarding notification,
    removal and disposal) and that no airborne fibers beyond permissible
    exposure limits remain on site.

         B.   Reuter shall develop and implement an Operations and Maintenance
    Program (as contemplated by Environmental Protection Agency guidance
    document entitled "Managing Asbestos In Place; A Building Owner's Guide to
    Operations and Maintenance Programs for Asbestos-Containing Materials" and
    addressing any obligations of Reuter under the Federal Occupational Safety
    and Health Act) for managing in place any and all ACM recommended by the
    report to remain in place in the Property.  Reuter shall deliver a true,
    correct and complete copy of such Operations and Maintenance Program to
    US Bank and a certificate signed by an officer of Reuter certifying to
    US Bank that such Program has been implemented.

The foregoing work with respect to ACM shall begin as soon as reasonably
possible and be diligently pursued to completion and copies of all required
reports, certificates and plans shall be furnished to US Bank no later than
sixty (60) days after the date of this letter. 

    2.   FURTHER INQUIRY AS TO "RECOGNIZED ENVIRONMENTAL CONDITIONS".  Reuter
shall engage PEER or another consultant properly certified and experienced in
the nature of the required work and reasonably acceptable to US Bank to assist
Reuter in the following tasks:

         A.   Reuter shall review files at the Minnesota Pollution Control
    Agency (MPCA) in an attempt to gain sufficient information about the

U.S. Bank National Association                              December 3, 1997
Page 3

off-site recognized environmental conditions to enable the consultant to judge
them as NOT falling within the definition of "recognized environmental
condition."

         B.   Reuter shall perform the Phase II activities recommended by PEER
    in the workplan attached hereto as Exhibit A.

The work described in A and B above shall begin as soon as reasonably possible
and be pursued diligently to completion and a true, correct and complete copy of
the consultant's report (the "Phase II Report") with respect thereto shall be
furnished to US Bank no later than sixty (60) days after the date of this
letter.  Reuter shall cause the environmental consultant to authorize US Bank to
rely on the report.

    3.   POST PHASE II WORK.  In the event that the Phase II Report contains
recommendations with respect to compliance with applicable laws and regulations,
Reuter shall comply with such recommendations within a time period reasonably
satisfactory to US Bank.  Without regard to the consultant's recommendations, in
the event the Phase II Report reveals the presence of contamination, Reuter
agrees to enter the Property into the appropriate voluntary program(s) at MPCA
and perform the work necessary to obtain from such program(s), within a time
period reasonably satisfactory to US Bank, such liability assurances for
Reuter's and/or US Bank's benefit as may be requested by US Bank in its
reasonable discretion.  Prior to entering the Property into such program(s),
Reuter shall discuss with US Bank the type of assurances that will be sought and
US Bank shall approve Reuter's application(s) to such program(s) before
submittal.  Reuter shall keep US Bank apprised of the progress of the
application(s) and promptly provide to US Bank full and complete copies of all
reports and other documents related thereto and of all responses or other
communications from such program(s). 

    4.   FOLLOW-UP AS TO PHASE I REPORT.  Reuter shall cause PEER to issue a
letter addressed to US Bank confirming the following with respect to the Phase I
Report:

         A.   During the site visit, PEER observed the Property for obvious
    instances of noncompliance and mentioned any observations in the
    Phase I Report.

         B.   In PEER's opinion, based on the investigation summarized in the
    Phase I Report, the Property involves no "significant environmental risk"
    with the possible exception of issues mentioned in Section 6 (Findings and
    Conclusions) of the Phase I Report.

U.S. Bank National Association                              December 3, 1997
Page 4

    5.   DEFAULT.  Reuter agrees that failure to carry out its obligations set
forth in this letter, within ten (10) days after written notice of such failure
from US Bank to Reuter, shall constitute a default by Reuter under the documents
and agreements evidencing and/or securing the Loan, including, without
limitation the Financing Agreement and the Security Agreement, each dated as of
December 3, 1997, and made between US Bank and Reuter, and the three Promissory
Notes made by Reuter payable to the order of US Bank in the amounts of
$2,400,000, $1,000,000 and $270,000, respectively.

                                            Very truly yours,

                                            REUTER MANUFACTURING, INC.

                                            By   /s/ William H. Johnson
                                                 -----------------------

                                             Its   Vice President-Controller 

Basic Info X:

Name: experienced asbestos removal contract
Type: Removal Contract
Date: Dec. 18, 1997
Company: MAGSTAR TECHNOLOGIES INC
State: Minnesota

Other info:

Date:

  • November 18 , 1997
  • December 3 , 1997

Organization:

  • U.S. Bank National Association US Bank
  • Reuter Manufacturing , Inc.
  • Eleventh Avenue South
  • Peer Environmental & Engineering Resources , Inc.
  • Environmental Protection Agency
  • Operations and Maintenance Programs
  • Federal Occupational Safety
  • Minnesota Pollution Control Agency MPCA
  • US Bank to Reuter

Location:

  • Minnesota
  • US Bank

Money:

  • $ 8,670,000
  • $ 2,400,000
  • $ 1,000,000
  • $ 270,000

Person:

  • Paul
  • David P. Peterson
  • Hopkins
  • William H. Johnson