SETTLEMENT AGREEMENT FOR MATTERS RELATING TO
THE KIN-BUC LANDFILL
This SETTLEMENT AGREEMENT dated December 23, 1997 is between and among the
following:
WASTE MANAGEMENT, INC., a Delaware corporation (formerly named WMX
Technologies, Inc.), SCA SERVICES, INC., a Delaware corporation ("SCA"),
CHEMICAL WASTE MANAGEMENT OF NEW JERSEY, INC., a New Jersey corporation
(formerly named SCA Scientific Services, Inc., SCA Services of Edison, Inc. and
SCA Services of Passaic, Inc.), for and as to itself and as a general partner of
Earthline Company, formerly a New Jersey general partnership (which partnership
was also called Environmental Services Company and Gaess Environmental Services
Company), CHEMICAL WASTE MANAGEMENT, INC., a Delaware corporation, for and as to
itself and as successor to CWM Consolidation Sub, Inc., a Delaware corporation,
which is, in turn, the successor by merger to Xxxx Xxxxxx, Inc., a New Jersey
corporation, and to Wastequid, Inc., a New Jersey corporation, for and as to
itself and as a general partner of Earthline Company, WASTE MANAGEMENT OF NEW
JERSEY, INC., a New Jersey corporation, successor by merger to United Carting,
Inc., a New Jersey corporation, CWM CHEMICAL SERVICES, INC., a Delaware
corporation (formerly named SCA Chemical Services, Inc. and Chem-Trol Pollution
Services, Inc.), successor by merger to Xxxx Xxxxxx, Inc., a New Jersey
corporation, and to R&R Sanitation Service, Inc., a New Jersey corporation (for
all of the foregoing, "SCA Parties"), and
TRANSTECH INDUSTRIES, INC., a Delaware corporation (formerly
named Scientific Chemical Treatment Company, Inc. and Scientific, Inc.)
("Transtech"), FILCREST REALTY, INC., a New Jersey corporation ("Filcrest"),
and KIN-BUC, INC., a New Jersey corporation ("KB") (for Transtech, Filcrest and
KB, "Transtech Parties"), and
INMAR ASSOCIATES, INC., a New Jersey corporation, successor by
consolidation of Inmar Realty, Inc., a New Jersey corporation, and other
corporations ("Inmar"), and DOCK WATCH QUARRY, INC., a New Jersey corporation,
for and as to itself and as a possible successor of Marpak, Inc., a New Jersey
corporation ("Dock Watch") (for Inmar and Dock Watch, "Inmar Parties"), and
XXXXXX X. XXXXX, for and as to himself and as a possible
successor of Marpak, Inc. ("Xxxxx"), XXXXXX X. XXXXXXX,
individually and as trustee of a trust for the benefit of Xxxxx
Xxxxx ("Xxxxxxx"), and XXXXXXX XXXXX ("Gaess").
WHEREAS, the parties to this Settlement Agreement ("Agreement") wish to
reallocate among some of them the costs of the remediation of the Kin-Buc
Landfill, which, for the purposes of this Agreement, shall mean the Kin-Buc
Landfill located at 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx described more
particularly at
pages 1 and 2 of the United States Environmental Protection Agency ("EPA")
Record of Decision dated September 30, 1988, together with any real property
located outside the boundaries of the Kin-Buc Landfill into which hazardous
substances or contaminants may have migrated or threatened to migrate from the
Kin-Buc Landfill or to which hazardous substances or contaminants deposited in
the Kin-Buc Landfill finally came to rest or on which hazardous substances or
contaminants were deposited from the operation of the Kin-Buc Landfill ("Kin-Buc
Landfill"); and
WHEREAS, the parties to this Agreement which are parties to a suit pending
in the United States District Court for the District of New Jersey entitled
Transtech Industries, Inc. et al. v. A & Z Septic Clean et al., Civil Action No.
2-90-2578 (HAA) ("Kin-Buc Cost Recovery Action") wish to settle the claims
between and among them in the Kin-Buc Cost Recovery Action; and
WHEREAS, the parties to this Agreement which are parties to the
arbitrations pending before the American Arbitration Association, Commercial
Arbitration Tribunal, entitled Transtech Industries, Inc. et al. v. WMX
Technologies, Inc. et al., Case No. 13-172-00782-93 01 and SCA Services, Inc.
et al. v. Transtech Industries, Inc. et al., Case No. 13-192-00183-95
("Arbitration Demands") and to the suits pending in the Supreme Court of the
State of New York, New York County, entitled In the Matter of the
Application of WMX Technologies, Inc. et al. for a Judgment Staying the
Arbitration Commenced by Transtech Industries, Inc. et al., Index No. 123430/93,
and In the Matter of the Application of Transtech Industries, Inc. et al. for a
Judgment Staying the Arbitration Commenced by SCA Services, Inc. et al., Index
No. 95-107816 ("Arbitration Suits") wish to settle the claims between
and among them in the Arbitration Demands and the Arbitration
Suits; and
WHEREAS, all parties to this Agreement which are respondents to the
Administrative Order dated November 19, 1992 of the EPA in the Matter of the
Kin-Buc Landfill, Edison, New Jersey, Docket No. II-CERCLA-93-0101, the
Administrative Order dated September 21, 1990 by the EPA in the Matter of the
Kin-Buc Landfill, Docket No. II-CERCLA-00114, and all prior orders of, and
stipulations and agreements with the EPA referring or relating to the same
matter ("EPA Orders") wish to allocate, among themselves, the responsibilities
of such respondents for compliance with the Orders; and
WHEREAS, to accomplish these purposes the parties have agreed to release
claims against other parties, dismiss suits and arbitration proceedings, defend
and indemnify parties, transfer rights to data bases and expert witness's work
product, apply a portion of certain insurance proceeds and take other actions,
all in accordance with, and on the conditions set forth in, this Agreement.
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NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
1. TERMINATION OF ALL PREVIOUS AGREEMENTS.
1.1 Unless otherwise specifically set forth herein, all the agreements and
undertakings contained in this Agreement shall be and are effective on and as of
the date first set forth above, which is the date that this Agreement was
executed by all the parties hereto ("Effective Date"). The Settlement Agreement
for Matters Relating to the Kin-Buc Landfill dated February [22], 1986 ("1986
Agreement") and the other documents and agreements executed in connection
therewith, including, but not limited to (i) the Side Agreement dated February
22, 1986, (ii) the Agreement dated as of January 1, 1986, (iii) Releases dated
March 4, 1986 by Meagher, Mahan, Transtech, KB, Filcrest and Inmar, and (iv) the
Waiver and Release of Claims by SCA Services, Inc., SCA Services of Passaic,
Inc., Earthline Company and their Officers and Directors dated March 4, 1986
(for all such other documents and agreements, "Accompanying Agreements"), hereby
are superseded and replaced by this Agreement and shall no longer bind or inure
to the benefit of the parties thereto and their respective heirs, executors,
administrators, successors and assigns, as the case may be.
1.2 Except as specifically set forth in this Paragraph 1.2, all other
agreements between or among any of the Transtech Parties, the Inmar Parties,
Xxxxx and Xxxxxxx, on the one hand, and any of the SCA Parties, on the other,
which refer or relate in any way to the Kin-Buc Landfill, including, but not
limited to (i) that certain letter agreement dated November 26, 1990 concerning
submittal of financial assurance, and (ii) that certain letter agreement dated
May 27, 1992 concerning a de minimis settlement in the Kin-Buc Cost Recovery
Action, hereby are superseded and replaced by this Agreement and shall no longer
bind or inure to the benefit of the parties thereto and their respective heirs,
executors, administrators, successors and assigns, as the case may be.
Specifically excepted herefrom are all easements and access agreements among (i)
Filcrest, as grantor, and SCA and KB, as grantees, and (ii) Inmar, as grantor,
and SCA and KB, as grantees, which were given in connection with the remediation
of the Kin-Buc Landfill ("Remediation Easements"). Notwithstanding the
provisions of this Paragraph 1.2, the Remediation Easements shall continue to
bind and inure to the benefit of the parties thereto and their respective
successors and assigns.
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1.3 Nothing in Paragraph 1.1, 1.2 or (except as expressly provided) in any
other paragraph of this Agreement shall operate to revive or reinstate any claim
or cause of action extinguished, dismissed with prejudice or otherwise barred by
any of the superseded or replaced agreements, nor unwind or rescind actions
taken heretofore to effectuate said agreements, except to the extent that such
actions are inconsistent with this Agreement.
2. RELEASES BY THE TRANSTECH PARTIES, THE INMAR PARTIES, XXXXX AND XXXXXXX
OF THEIR CLAIMS.
2.1 The Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx, jointly
and severally, hereby release and discharge all claims, rights, causes of action
and demands which they, or any of them, have made or brought, or could have made
or brought, against the SCA Parties and Gaess, or any of them, in the Kin-Buc
Cost Recovery Action, the Arbitration Demands and the Arbitration Suits.
2.2 The Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx, jointly
and severally, hereby release and discharge all claims, rights, causes of action
and demands which they, or any of them, have or hereafter may have against the
SCA Parties and Gaess, or any of them (i) in any way connected with the Kin-Buc
Landfill, including, but not limited to all claims for cost recovery and
contribution under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. ss.9601 et seq. ("CERCLA") or
comparable federal or state statutes or common law, or (ii) arising from, or
pursuant to the provisions of the 1986 Agreement, the Accompanying Agreements or
any other agreement between or among any of the SCA Parties, on the one hand,
and any of the Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx (and, in
the case of Xxxxx and Xxxxxxx, either personally and as an officer of any of the
Transtech Parties or the Inmar Parties), on the other, which refers or relates,
in any way, to the Kin-Buc Landfill, except that claims, rights, causes of
action and demands which the Transtech Parties, the Inmar Parties, Xxxxx and
Xxxxxxx, or any of them, may have against the SCA Parties, or any of them,
arising from or pursuant to the provisions of the Remediation Easements or this
Agreement are not released and discharged.
3. TRANSFER OF RIGHTS IN DATA BASE AND EXPERT WITNESS'S WORK PRODUCT.
3.1 The Transtech Parties, jointly and severally, hereby assign, transfer
and convey to SCA (without representation or warranty) all their right, title
and interest in and to the documents, information, data, data base, computer
programs, reports, analyses and other work product of Advanced Analytical
Solutions, Inc. and all of its principals and employees,
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including, but not limited to Xxxxxxx X. Xxxxxxxxxx ("A2S"), and to the expert
testimony of A2S, compiled, created, produced or prepared in connection with the
Kin-Buc Landfill.
3.2 Each of the Inmar Parties, Xxxxx and Xxxxxxx represents and warrants
to SCA that it or he, as the case may be, (i) has no right, title or interest
in, or claim to or against, the documents, information, data, data base,
computer programs, reports, analyses and other work product of A2S which is the
subject of the assignment provided in this Paragraph 3, and (ii) has no
relationship with Xxxxxxx X. Xxxxxxxxxx as a consultant or expert on or as to
the Kin-Buc Landfill.
3.3 SCA shall afford the Transtech Parties and their legal counsel or
other representatives reasonable access to the documents, information, data,
data base, computer programs, reports, analyses and other work product of A2S
assigned to SCA pursuant to this Paragraph 3 or thereafter created in connection
with the Kin-Buc Landfill, at reasonable times, and from time to time, at no
cost to SCA but at no charge to the Transtech Parties. All costs incurred by the
Transtech Parties associated with such access shall be borne solely by the
Transtech Parties. Further, SCA shall permit A2S to provide the Transtech
Parties, or their legal counsel or other representatives, with newly created
reports, analyses and compilations of such documents, information and data and
with such expert testimony, as they, or any of them, may reasonably require,
provided that the cost of providing such reports, analyses, compilations and
expert testimony shall be borne by the Transtech Parties and, provided further,
that no such request by Transtech for newly created reports and the like shall
interfere with or unreasonably delay A2S's work for SCA on matters related to
the Kin-Buc Landfill.
3.4 The Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx hereby
waive any conflict of interest which SCA's retention of A2S, use of its work
product and use of the expert testimony of its principals and employees for or
in connection with the Kin-Buc Landfill may present, and each shall execute
whatever documents SCA may reasonably require to evidence such waiver.
3.5 Similarly, the SCA Parties hereby waive any conflict of interest which
the Transtech Parties' retention of A2S or its principals or employees may
present for or in connection with matters related to the Kin-Buc Landfill, and,
provided that the SCA Parties' interests are not adverse to the Transtech
Parties' interests therein, for or in connection with other actions or other
matters, including, but not limited to (i) proceedings under CERCLA or
comparable federal or state statutes or common law involving the apportionment
of liability for the costs of study or remediation of environmentally impaired
sites, and
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(ii) environmental audits, environmental assessments and related matters, and
each of the SCA Parties shall execute whatever documents the Transtech Parties
may reasonably require to evidence such waiver. Determinations by the SCA
Parties about adversity of interests in any such action or matter shall be based
upon the advice of counsel to the SCA Parties in such action or matter, and in
the event counsel to the Transtech Parties in such action or matter disagrees
with any such determination, the Transtech Parties and the SCA Parties shall
submit the matter to a third party acceptable to them and qualified to make
determinations of this nature, and the determination of such third party shall
be binding upon the SCA Parties and the Transtech Parties.
4. ASSIGNMENTS OF CLAIMS IN THE KIN-BUC COST RECOVERY ACTION. The
Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx, jointly and severally,
hereby assign, transfer and set over to SCA (without representation or warranty)
all of the claims, rights, causes of action and demands which they, or any of
them, have made or brought or which they, or any of them, hereafter may make or
bring against (i) the parties to the Kin- Buc Cost Recovery Action, and (ii) any
other person or party who may be potentially responsible under CERCLA or
comparable federal or state statutes or common law for the remediation of the
Kin- Buc Landfill.
5. APPLICATION OF INSURANCE RECOVERIES.
5.1 All recoveries of insurance proceeds relating to the claims made, or
to the Kin-Buc related claims which could have been made ("Recoveries"), in the
suit pending in the Superior Court of New Jersey, Law Division, Middlesex
County, entitled Transtech Industries, Inc. et al. v. Certain Underwriters at
Lloyd's et al., Civil Action No. MSX-L-10827-95 ("Insurance Action") shall be
paid to Xxxx Xxxxxxxx, Esq., an attorney with the firm of Skadden, Arps, Slate,
Xxxxxxx & Xxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, or to another
independent third party acceptable to Transtech and SCA ("Paying Agent") who
shall make payment to SCA of a portion of such recoveries ("SCA Payment")
derived as follows:
Net Recoveries or $4,666,667, whichever is less X $3,500,000 = SCA Payment,
$4,666,667
where the Net Recoveries equals the Recoveries minus the sum
of:
(a) the hourly fees and disbursements which the Transtech Parties
shall then have paid, and the contingent fee which is payable, to Xxxxxxxx
Siegelbaum, a law firm with offices at Seven Xxxxxx Farm Road, Roseland,
New Jersey ("Xxxxxxxx Siegelbaum"), pursuant to that certain
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letter agreement dated June 13, 1995 between Transtech and
Xxxxxxxx Xxxxxxxxxx ("Retainer Agreement"); and
(b) the sum of (x) the amount paid or owed by Transtech and its
affiliated group for income tax purposes ("Transtech's Consolidated
Group") to the Internal Revenue Service and any state or local taxing
authority on account of adjustments to the taxable income of Transtech's
Consolidated Group or any of its members resulting from an audit of its
federal tax returns for the years 1982 through 1991, whether such amounts
are in respect of taxes, interest or penalties, and (y) an amount which
grosses-up the amount of the Recoveries utilized for the payment of the
federal income taxes and penalties described in clause (x) above so that
the after-tax proceeds of such amount are equal to the federal and state
income taxes imposed on the federal income taxes and penalties described
in (x) above, and (z) an amount which grosses-up the amount of the
recoveries utilized for the payment of the state income taxes described in
clause (x) above so that the after-tax proceeds of such amount are equal
to the state income taxes imposed on the state income taxes described in
clause (x) above. The federal and state tax rates utilized to determine
(x), (y) and (z) shall be computed at the highest marginal federal rate
and New Jersey state income tax rate in effect for the taxable year in
which the Recoveries are included in the taxable income of Transtech's
Consolidated Group. As used herein, the term, "Transtech's Tax
Liabilities," shall mean and refer to the sum of (x), (y) and (z) above.
The Paying Agent shall pay the balance of the Recoveries to Transtech.
5.2 The Paying Agent shall notify the Transtech Parties and SCA of the
receipt of Recoveries as soon as practicable after receipt, and within five (5)
days of the receipt of such notice, Transtech shall either (i) submit to the
Paying Agent and SCA a certificate of its independent tax preparer ("Preparer's
Certificate") setting forth, in reasonable detail, the amount of the hourly fees
and disbursements identified in Paragraph 5.1(a) above (as to which the
independent tax preparer may rely upon its own investigation of such amount or
upon a certificate of a partner of Xxxxxxxx Siegelbaum submitted to such tax
preparer), the amount of Transtech's Tax Liabilities, if then determinable, and
the calculation of the SCA Payment pursuant to the provisions of Paragraph 5.1,
or (ii) notify the Paying Agent and SCA that the amount of Transtech's Tax
Liabilities is not then determinable, as the case may be.
5.3 If Transtech submits a Preparer's Certificate pursuant to the
provisions of Paragraph 5.2(i), SCA shall have fifteen (15) days from the
receipt of the same within which to object to
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the contents thereof. Any such objection shall set forth in reasonable detail,
both the grounds of such objection and the amount of the SCA Payment, up to a
maximum of $3,500,000, which SCA reasonably estimates is due and payable in
accordance with the provisions of Paragraph 5.1. If no such objection is made or
if, having been made, such objection does not set forth SCA's estimate of the
SCA Payment, the Paying Agent shall make payment to SCA of the SCA Payment in
accordance with the Preparer's Certificate and remit the balance of the
Recoveries to Transtech. If an objection which sets forth an estimate of the SCA
Payment is made, the Paying Agent shall hold a sum equal to such estimate in
escrow, and pay the balance of the Recoveries to Transtech. As soon as
practicable after the receipt of SCA's objection, Transtech shall submit to SCA
such additional information, documents and reports, including, but not limited
to reports of Transtech's outside certified public accountants, concerning the
matters set forth in SCA's objection as SCA may reasonably request. If Transtech
and SCA shall not have agreed upon the amount of the SCA Payment, or SCA has not
withdrawn its objection, in either case within sixty (60) days of the date of
such objection, the calculation of the SCA Payment pursuant to the provisions of
Paragraph 5.1 shall be submitted to a third party acceptable to Transtech and
SCA and qualified to make determinations of this nature. The determination of
such third party shall be binding upon Transtech and SCA, and shall be relied
upon by the Paying Agent, who shall then make payment to SCA of the SCA Payment
in accordance with such determination out of the funds being held in escrow, and
pay the balance of such funds, if any, to Transtech. SCA shall pay such third
party's fees if such third party's determination confirms the accuracy of the
Preparer's Certificate; if it does not, Transtech shall pay such fees.
5.4 If Transtech notifies the Paying Agent and SCA that the amount of
Transtech's Tax Liabilities is not then determinable pursuant to the provisions
of Paragraph 5.2(ii), the Paying Agent shall hold the sum of $3,500,000 in
escrow and pay the balance of the Recoveries to Transtech. As soon as
practicable after the amount of Transtech's Tax Liabilities is determinable and
a calculation of the SCA Payment pursuant to the provisions of Paragraph 5.1 can
be made, the President or Vice President- Finance and Chief Financial Officer of
Transtech shall submit the Preparer's Certificate to the Paying Agent and SCA
and the disposition of the funds being held by the Paying Agent in escrow shall
be made in accordance with the provisions of Paragraph 5.2.
5.5 The SCA Payment shall be treated by the Transtech Parties and the SCA
Parties as attributable to and as a payment and reimbursement of remediation
costs (i) that already have been incurred and paid by the SCA Parties, and (ii)
that were incurred and paid by the SCA Parties on account of property or
services that already have been received by the SCA Parties. The SCA
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Parties represent to the Transtech Parties that an amount of such costs equal to
the SCA Payment have been incurred and paid by the SCA Parties on or before the
Effective Date, and in connection with any tax investigation, audit or other tax
proceedings, and upon the request of Transtech, the SCA Parties will provide
such information, documents and other evidence as is reasonably required to
enable Transtech to establish the foregoing to the satisfaction of the relevant
tax authorities.
5.6 The Transtech Parties represent and warrant that they have diligently
prosecuted, in good faith, the Insurance Action pursuant to the Retainer
Agreement and that they will continue, in good faith, the diligent prosecution
of the Insurance Action.
[6. RESERVED.]
7. WETLANDS.
7.1 Filcrest hereby agrees to make available to SCA such of Filcrest's
real property in Edison Township, Middlesex County, New Jersey identified on
Exhibit A attached hereto ("Filcrest's Property") as may be needed for or in
connection with the remediation of the Kin-Buc Landfill, the mitigation of the
disturbance of wetlands or tidelands related to such remediation, or in
settlement of natural resource damage claims arising from such remediation,
provided that the lands to be made available shall be identified by the SCA
Parties, or any of them, within four (4) years from the Effective Date.
7.2 Filcrest will not sell Filcrest's Property for two (2) years from the
Effective Date. Title to Filcrest's Property identified for use by the SCA
Parties within two (2) years from the Effective Date shall be subject only to
encumbrances of record on and as of the Effective Date. Thereafter, except as
provided in Paragraph 7.3, the SCA Parties' rights pursuant to this Paragraph 7
shall be subject to prior sale by Filcrest of any or all of Filcrest's Property.
Title to Filcrest's Property not previously sold and identified for use by the
SCA Parties after two years from the Effective Date shall be subject to all
encumbrances of record on and as of the date so identified.
7.3 If, after two (2) years from the Effective Date, Filcrest receives a
bona fide offer from a person other than a party to this Agreement to purchase
all or any portion of Filcrest's Property, then it may sell the property
identified in such offer, on the terms set forth in such offer, only if, after
having given the SCA Parties notice of the terms of such bona fide offer, none
of the SCA Parties has offered to buy the property identified in such offer on
the same terms. Filcrest shall give written notice to the SCA Parties of any
such bona fide offer within ten (10) days of receipt thereof, and the SCA
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Parties shall have ten (10) days from receipt of such notice within which to
notify Filcrest of its intention to purchase the property identified in such
offer on the same terms.
7.4 Any use of Filcrest's Property pursuant to this Paragraph 7 shall take
the form of a deed or other document of transfer of such property to the SCA
Parties, or any of them, as SCA may designate, or to any other entity (such as
the State of New Jersey, the Township of Edison, a state or local governmental
agency, a conservation trust or the like), as SCA may direct. Filcrest shall
execute such deed or other documents effecting such use promptly upon submission
to it of the same.
7.5 The Transtech Parties hereby release any and all claims against the
SCA Parties, now existing or in the future arising, relating to ownership or use
of any or all of the wastewater treatment plant and appurtenances thereto
constructed pursuant to the EPA Orders. SCA shall enter into a long-term ground
lease with Filcrest, effective retroactively to the Effective Date, for the tax
lot which is the site of such plant and the portions of the tax lots owned by
Filcrest on or under which such appurtenances are located. Such ground lease
shall be totally net to Filcrest, no rent shall be payable to Filcrest
thereunder, and SCA shall have the obligations of a ground lessee thereunder
which are customary in the circumstances.
8. ACKNOWLEDGMENT OF RECEIPT OF REPRESENTATIONS AS TO XXXXX'X AND
XXXXXXX'X RESPECTIVE FINANCIAL CONDITION.
8.1 The SCA Parties acknowledge the receipt of a written representation by
each of Xxxxx and Xxxxxxx as to his respective financial condition and ability
to respond to the liability sought to be imposed upon him in the Kin-Buc Cost
Recovery Action. Such representations are satisfactory, in form and substance,
to the SCA Parties. For purposes of Paragraph 20, these representations shall be
treated as if they were expressly set out in the Agreement even though, as
provided in Paragraph 8.2, they will be maintained confidentially by the SCA
Parties.
8.2 Such representations, and the information contained therein, shall be
treated by the SCA Parties as confidential, and shall not be revealed to any
person not employed, or retained as an attorney or a consultant, by the SCA
Parties, or to any persons, whether or not so employed or retained, not directly
involved in matters related to the Kin-Buc Landfill.
9. Releases by the SCA Parties and Gaess of their claims.
9.1 The SCA Parties and Gaess, jointly and severally, hereby release and
discharge all claims, rights, causes of action and demands which they, or any of
them, have made or brought, or could have made or brought, against the Transtech
Parties, the
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Inmar Parties, Xxxxx and Xxxxxxx (individually and as trustee of a trust for the
benefit of Xxxxx Xxxxx), or any of them, in the Kin-Buc Cost Recovery Action,
including, but not limited to the counterclaim and third-party complaint in the
Kin-Buc Cost Recovery Action known as the fraudulent conveyances counterclaim
("Fraudulent Conveyances Counterclaim"), the Arbitration Demands and the
Arbitration Suits. The SCA Parties, the Transtech Parties, Inmar, Xxxxx and
Xxxxxxx acknowledge that each of them and other parties to the Fraudulent
Conveyances Counterclaim are simultaneously entering into a separate agreement
concerning the Fraudulent Conveyances Counterclaim, which contains, among other
things, releases of claims not contained herein. The SCA Parties, the Transtech
Parties, Inmar, Xxxxx and Xxxxxxx acknowledge and agree that there is no
conflict between this Agreement and such other separate agreement concerning the
Fraudulent Conveyances Counterclaim, and that both this Agreement and such other
separate agreement are to be given full effect, each in accordance with their
respective terms.
9.2 Further, the SCA Parties and Gaess, jointly and severally, hereby
release and discharge all claims, rights, causes of action and demands which
they, or any of them, have or hereafter may have against the Transtech Parties,
the Inmar Parties, Xxxxx and Xxxxxxx, or any of them (i) in any way connected
with the Kin-Buc Landfill, including, but not limited to all claims for cost
recovery and contribution under CERCLA or comparable federal or state statutes
or common law, or (ii) arising from, or pursuant to the provisions of, the 1986
Agreement, the Accompanying Agreements, or any other agreement between or among
any of the SCA Parties, Gaess, the Transtech Parties, the Inmar Parties, Xxxxx
and Xxxxxxx, or any of them, which refers or relates, in any way, to the Kin-Buc
Landfill, except that claims, rights, causes of action and demands which the SCA
Parties and Gaess, or any of them, hereafter may have against the Transtech
Parties, the Inmar Parties, Xxxxx and Xxxxxxx, or any of them, arising from, or
pursuant to the Remediation Easements or this Agreement are not released and
discharged.
10. DISMISSALS BY SCA PARTIES OF FRAUDULENT CONVEYANCES COUNTERCLAIM
AGAINST OTHER PARTIES. For good and valuable consideration given by the
Transtech Parties, the receipt and sufficiency of which is hereby acknowledged,
the SCA Parties, jointly and severally, hereby dismiss, with prejudice, all
claims, rights, causes of action and demands which they, or any of them, have
made or brought, explicitly or, pursuant to case management order, impliedly, or
could have made or brought, against the following third-party defendants in the
Fraudulent Conveyances Counterclaim (the following, together with Transtech,
Inmar, Xxxxx and Xxxxxxx, constituting all the defendants named in the
Fraudulent Conveyances Counterclaim): Xxxxxxx X. Xxxxx,
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Xxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxx X. XxXxx,
individually and as trustee of a trust for the benefit of Xxxxx Xxxxx, Xxxxx
Xxxxx, Xxxxx & Company Incorporated, Xxxxx & Company, Xxxxxx Xxxxxxxx and Xxxx
Realty, Inc. As soon as practicable after the Effective Date, the SCA Parties
shall file with the District Court before which the Kin-Buc Cost Recovery Action
is pending, a document evidencing the dismissal with prejudice provided for
herein.
11. DEFENSE AND INDEMNIFICATION AS TO THE KIN-BUC COST RECOVERY ACTION.
The SCA Parties, jointly and severally, hereby shall defend and indemnify the
Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx ("Indemnitees") from and
against (i) all claims, demands and causes of action which have been made or
brought by the other parties to the Kin-Buc Cost Recovery Action against the
Indemnitees, or any of them, (ii) all claims, demands and causes of action for
response costs which hereafter may be made or brought by such parties to the
Kin-Buc Cost Recovery Action or by any other parties which may be potentially
responsible for the remediation of the Kin-Buc Landfill, whether or not such
claims, demands or causes of action for response costs are based on contractual
indemnification provisions, and (iii) all liability, loss, costs and expense
(including reasonable attorneys' fees) which may be suffered or incurred by the
Indemnitees, or any of them, in each case arising from the Kin-Buc Cost Recovery
Action, except for such claims, demands, causes of action, liability, loss,
costs and expenses that have been or may be made or brought against, or suffered
or incurred by, the Indemnitees in or as a result of the Fraudulent Conveyances
Counterclaim. Nothing contained herein shall be deemed to obligate the SCA
Parties, or any of them, to reimburse the Indemnitees, or any of them, for (i)
response costs paid by the Indemnitees, or any of them, on or before the
Effective Date, or (ii) attorney's fees, disbursements or other costs and
expenses arising from the Indemnitees' prosecution, defense or settlement of the
Kin-Buc Cost Recovery Action or the Fraudulent Conveyances Counterclaim paid or
incurred by the Indemnitees, or any of them, on or before the Effective Date.
The Indemnitees may not incur or contract for any obligation under this
Paragraph 11 unless written notice of breach of the SCA Parties' obligations
under this Paragraph 11 has been given to the SCA Parties and such breach
continues for ten (10) days thereafter.
12. DEFENSE AND INDEMNIFICATION AS TO EPA ORDERS AND OTHER ENFORCEMENT.
The SCA Parties hereby shall defend and indemnify the Indemnitees from and
against (i) all claims, demands and causes of action which have been made or
brought, or hereafter may be made or brought, by the EPA or any other federal,
state or local governmental or regulatory agency, against the Indemnitees, or
any of them, and (ii) all liability, loss, cost and expense (including
reasonable attorneys' fees) which may be suffered or
12
incurred by the Indemnitees, or any of them, which, in the case of (i) and (ii)
above, arise from (y) the EPA Orders (except for fines or penalties levied or
imposed against the Indemnitees for or on account of any of the Indemnitees'
actions or omissions on or before the Effective Date), or (z) any other orders
or directives, and environmental or other applicable laws, regulations or
ordinances, which are directed against or relate to the Kin-Buc Landfill or any
portion thereof, operations at the Kin-Buc Landfill, the remediation of the
Kin-Buc Landfill [except for the fines and penalties identified in (y) above],
environmental conditions at the Kin-Buc Landfill or conditions resulting from
releases from the Kin-Buc Landfill. Nothing contained herein shall be deemed to
obligate the SCA Parties, or any of them, to reimburse the Indemnitees, or any
of them, for (i) response costs paid by the Indemnitees, or any of them, on or
before the Effective Date, or (ii) attorney's fees, disbursements or other costs
and expenses arising from the Indemnitees' prosecution, defense or settlement of
the Kin-Buc Cost Recovery Action or the Fraudulent Conveyances Counterclaim paid
or incurred by the Indemnitees, or any of them, on or before the Effective Date.
The Indemnitees may not incur or contract for any obligation under this
Paragraph 12 unless written notice of breach of the SCA Parties' obligations
under this Paragraph 12 has been given to the SCA Parties and such breach
continues for ten (10) days thereafter.
13. DEFENSE AND INDEMNIFICATION AS TO SETTLEMENT AGREEMENTS IN THE KIN-BUC
COST RECOVERY ACTION. The SCA Parties hereby shall defend and indemnify the
Indemnitees from and against all claims, demands, causes of action, liability,
loss, cost and expense (including reasonable attorneys' fees) which have been,
or hereafter may be made, brought, suffered or incurred by the Indemnitees, or
any of them, arising from or in any way connected with the de minimis settlement
agreements which have been executed by the Indemnitees in the Kin-Buc Cost
Recovery Action, and such other de minimis, non-de minimis and municipal solid
waste settlement agreements which hereafter may be executed by the Indemnitees
in the Kin-Buc Cost Recovery Action, provided that such other de minimis, non-de
minimis and municipal solid waste settlement agreements shall have been approved
by the SCA Parties. The SCA Parties shall reimburse the Transtech Parties for
all of their attorneys' and consultant's fees arising from work on the municipal
solid waste settlements. Nothing contained herein shall be deemed to obligate
the SCA Parties, or any of them, to reimburse the Indemnitees, or any of them,
for (i) response costs paid by the Indemnitees, or any of them, on or before the
Effective Date, or (ii) attorney's fees, disbursements or other costs and
expenses arising from the Indemnitees' prosecution, defense or settlement of the
Kin-Buc Cost Recovery Action or the Fraudulent Conveyances Counterclaim paid or
incurred by the Indemnitees, or any of them, on or before the Effective Date.
The Indemnitees may not incur or contract for
13
any obligation under this Paragraph 13 unless written notice of breach of the
SCA Parties' obligations under this Paragraph 12 has been given to the SCA
Parties and such breach continues for ten (10) days thereafter.
14. DEFENSE AND INDEMNIFICATION AS TO OTHER CLAIMS RELATING TO THE KIN-BUC
LANDFILL.
14.1 The SCA Parties hereby shall defend and indemnify the Indemnitees
from and against all claims, demands and causes of action (including toxic tort
and similar claims and causes of action), and all liability, loss, cost and
expense (including reasonable attorneys' fees), which have been, or hereafter
may be made, brought, suffered or incurred by the Indemnitees, or any of them
(i) arising from environmental conditions at, or related to, the Kin-Buc
Landfill or any portion thereof, or the remediation and maintenance of the
Kin-Buc Landfill, or (ii) on account of any inaccuracy or material omission in
any of the representations and warranties of the SCA Parties set forth in
Paragraph 15. Nothing contained herein shall be deemed to obligate the SCA
Parties, or any of them, to reimburse the Indemnitees, or any of them, for (i)
response costs paid by the Indemnitees, or any of them, on or before the
Effective Date, or (ii) attorney's fees, disbursements or other costs and
expenses arising from the Indemnitees' prosecution, defense or settlement of the
Kin-Buc Cost Recovery Action or the Fraudulent Conveyances Counterclaim paid or
incurred by the Indemnitees, or any of them, on or before the Effective Date.
The Indemnitees may not incur or contract for any obligation under this
Paragraph 14 unless written notice of breach of the SCA Parties' obligations
under this Paragraph 14 has been given to the SCA Parties and such breach
continues for ten (10) days thereafter.
14.2 This Paragraph 14 does not apply to the claims, demands, causes of
action, liability, loss, cost and expense identified in Paragraphs 11, 12 and
13, does not enlarge the obligations of the SCA Parties as to such matters and
does not negate any exclusions from such obligations provided in such
Paragraphs. Nothing in this Agreement shall require the SCA Parties to defend or
indemnify the Indemnitees, or any of them, with respect to any claims, demands,
causes of action, liability, loss, cost or expense arising out of or connected
in any way with (i) contracts for the remediation or the post-closure operations
and maintenance of the Kin-Buc Landfill entered into by the Indemnitees, or any
of them, to which none of the SCA Parties was a party, or (ii) work performed by
the Indemnitees, or any of them, or any of their respective employees or agents,
in connection with the remediation or post-closure operations or maintenance of
the Kin-Buc Landfill.
14
15. REPRESENTATIONS AND WARRANTIES OF THE SCA PARTIES. Each of the SCA
Parties, jointly and severally, represents and warrants to the Transtech
Parties, the Inmar Parties, Xxxxx and Xxxxxxx that:
(a) each of the SCA Parties is duly organized, validly existing and
in good standing under the laws of the state identified herein as the
state of incorporation of each of the SCA Parties;
(b) the SCA Parties identified in the heading of this Agreement as
successors by merger to other corporations are accurately identified as
such, and all of the corporations and other entities formerly or presently
affiliated with any of the SCA Parties and named in the Kin-Buc Cost
Recovery Action are included in the definition of the SCA Parties herein;
(c) each of the SCA Parties and Gaess has full power and authority,
or legal capacity, as the case may be, to execute and deliver this
Agreement;
(d) the execution and delivery of this Agreement, and the
performance of all of the undertakings by the SCA Parties provided for
herein, have been duly and validly authorized and approved by the SCA
Parties' respective boards of directors, and no other corporate
proceedings on the part of any of the SCA Parties are necessary to
authorize the execution and delivery of this Agreement or the performance
by the SCA Parties of any of their respective undertakings; and
(e) this Agreement has been duly and validly executed and delivered
by each of the SCA Parties and Gaess, and assuming the valid execution and
delivery thereof by the other parties hereto, this Agreement constitutes
the legal, valid and binding agreements of each of the SCA Parties and
Gaess, enforceable against each of them in accordance with its terms.
16. REPRESENTATIONS AND WARRANTIES OF TRANSTECH. Transtech represents and
warrants to the SCA Parties that:
(a) each of the Transtech Parties has full power and authority to
execute and deliver this Agreement;
(b) the execution and delivery of this Agreement, and the
performance of all of the undertakings by the Transtech Parties provided
for herein, have been duly and validly authorized and approved by the
Transtech Parties' respective boards of directors, and no other corporate
proceedings on
15
the part of any of the Transtech Parties are necessary to authorize the
execution and delivery of this Agreement or the performance by the
Transtech Parties of any of their respective undertakings; and
(c) this Agreement has been duly and validly executed and delivered
by each of the Transtech Parties, and assuming the valid execution and
delivery thereof by the other parties hereto, this Agreement constitutes
the legal, valid and binding agreements of each of the Transtech Parties
enforceable against each of them in accordance with its terms.
17. REPRESENTATIONS AND WARRANTIES OF THE INMAR PARTIES AND XXXXX. Each of
Inmar and Xxxxx, jointly and severally, represents and warrants to the SCA
Parties that:
(a) each of the Inmar Parties and Xxxxx has full power and
authority, or legal capacity, as the case may be, to execute and deliver
this Agreement;
(b) the execution and delivery of this Agreement, and the
performance of all of the undertakings by the Inmar Parties provided for
herein, have been duly and validly authorized and approved by the Inmar
Parties' respective boards of directors, and no other corporate
proceedings on the part of either of the Inmar Parties are necessary to
authorize the execution and delivery of this Agreement or the performance
by the Inmar Parties of any of their respective undertakings; and
(c) this Agreement has been duly and validly executed and delivered
by each of the Inmar Parties and Xxxxx, and assuming the valid execution
and delivery thereof by the other parties hereto, this Agreement
constitutes the legal, valid and binding agreements of each of the Inmar
Parties and Xxxxx, enforceable against each of them in accordance with its
terms.
18. REPRESENTATIONS AND WARRANTIES OF XXXXXXX. Xxxxxxx represents and
warrants to the SCA Parties that:
(a) he has full legal capacity to execute and deliver
this Agreement; and
(b) this Agreement has been duly and validly executed and delivered
by Xxxxxxx, and assuming the valid execution and delivery thereof by the
other parties hereto, this Agreement constitutes the legal, valid and
binding agreement of Xxxxxxx, enforceable against him in accordance with
its terms.
16
19. DISMISSAL. Promptly upon the Effective Date, the parties shall submit
to the District Court a Stipulation of Dismissal executed by all the parties
hereto which shall effect a dismissal, with prejudice, of all claims brought by
and among the parties hereto.
20. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
and among the parties with respect to the subject matter hereof and supersedes
all prior agreements, written or oral, with respect thereto. Each party to this
Agreement warrants and represents that in entering into this Agreement, it has
not relied upon any oral or written representation or promise that is not
expressly set out in this Agreement. This Agreement cannot be modified except by
a writing signed by the parties whose rights or obligations are affected by such
modification.
21. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of New Jersey applicable to agreements
made and to be performed entirely within such State, without regard to the
conflict of laws rules thereof.
22. ASSIGNMENT.
22.1 This Agreement may not be assigned (including by operation of law) by
any party without the express written consent of the other parties, except that
the obligations of SCA may be assigned to an affiliated company which, in the
opinion of the Transtech Parties, has financial resources equal to or greater
than SCA's at and as of the Effective Date. Prior to any such assignment, SCA
shall give written notice to Transtech of its intention to assign, providing,
with such notice, the name, address and state of incorporation of the proposed
assignee and copies of the most recent audited financial statements of the
assignee. SCA shall also provide such additional information about the assignee
as Transtech may reasonably request. Transtech shall have ten (10) days from
receipt of all requested information about the assignee within which to object
to the assignment, in which case the assignment shall not be made. Any purported
assignment made without notice to Transtech as provided herein or despite
Transtech's objection thereto shall not be valid and shall not relieve SCA of
any of its obligations hereunder. The same procedures, requiring notice by
Transtech to SCA and right of objection by SCA, shall apply to any proposed or
purported assignment by Transtech.
22.2 Nothing in this Agreement, express or implied, is intended or shall
be construed to confer upon, or to give anyone other than the parties hereto and
their respective heirs, executors, administrators, legal representatives,
successors or
17
assigns, as the case may be, any rights or benefits under, or by reason of, this
Agreement, and no other party shall have any right to enforce any of the
provisions of this Agreement.
23. JOINT DEFENSE AGREEMENT.
23.1 The parties hereby acknowledge and agree that, during the pendency of
the Kin-Buc Cost Recovery Action and continuing to the Effective Date it has
been, and it will continue to be in the interests of the parties to defend
against the defendants' claims, including but not limited to claims for
contribution and indemnification, in that action. The SCA Parties therefore
agree to assume the legal costs of the defense of, or of any other compulsory
participation in the Kin-Buc Cost Recovery Action by, the Transtech Parties, the
Inmar Parties, Xxxxx and Xxxxxxx, including but not limited to attorneys' fees.
The SCA Parties shall have the right to conduct and control, through counsel of
their choosing, the defense of the Kin-Buc Cost Recovery Action and any other
participation by the Transtech Parties, the Inmar Parties, Xxxxx and Xxxxxxx,
and may compromise or settle the same. The parties hereby acknowledge and agree
that, in order to protect their interests, the parties shall have shared and
wish to continue to share information, some of which may be subject to the
attorney-client privilege and work product protection, without waiving the
attorney-client privilege or work product protection, or allowing information to
be disclosed to any third party ("Joint Defense Materials"). The sharing or
disclosure of Joint Defense Materials between the parties hereby will not
diminish in any way the confidentiality of such materials and will not
constitute a waiver of any available privilege or protection and none of the
parties to this Agreement shall have the power to waive, without the express
written consent of the other parties, any privilege or protection applicable to
the Joint Defense Materials.
23.2 The parties hereby agree that they shall inform all employees, agents
and counsel who receive access to Joint Defense Materials pursuant to this
Agreement of the existence and scope of this Agreement, and shall instruct such
employees, agents and counsel not to disclose, disseminate or transfer the Joint
Defense Materials or any of the information contained therein to any other
person or entity or to use or permit others to use the Joint Defense Materials
or any of the information contained therein except to the extent expressly
permitted hereunder.
24. ACKNOWLEDGMENT OF REPRESENTATION BY COUNSEL. Each of the Inmar
Parties, Xxxxx, Xxxxxxx and Xxxxx expressly acknowledges that it or he, as the
case may be, has been represented by counsel in connection with the negotiation
and execution of this Agreement, that in connection with the negotiation and
execution of this Agreement, it or he, as the
18
case may be, has neither received nor relied upon any advice given by any other
party hereto or counsel to any other party hereto, and that it or he, as the
case may be, has executed this Agreement freely, of its or his own accord,
without influence, duress or inducements other than the consideration expressly
provided for in this Agreement.
25. NOTICE. All notices required or permitted to be given pursuant to the
provisions of this Agreement by any party hereto to any other party or parties
hereto shall be in writing, shall be sent only by overnight delivery service or
United States Postal Service certified mail, return receipt requested, and shall
be addressed to such party or parties hereto at the addresses for such party or
parties set forth below (or to such other address as may be indicated by a party
requesting a change of address in a notice to all the other parties to this
Agreement given in the manner set forth herein for the giving of notices).
Notices given in the manner set forth herein for the giving of notices shall be
deemed to have been given when delivered to an overnight delivery service or
when postmarked, as the case may be. Addresses for notices are:
if to any or all of the SCA Services, Inc.
SCA Parties or Gaess: 0000 Xxxxxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxx 00000-0000
Attention: General Counsel
with a copy to: Xxxxxxxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxxxxxx
Eleven Penn Center
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
if to any or all of the Transtech Industries, Inc.
Transtech Parties: 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: President
with a copy to: Xxxxx X. Xxxxxxxx, Esq.
Kozlov, Seaton, Xxxxxxxx &
Xxxxxx, P.C.
0000 Xxxxx 00 Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
if to any or all of the Inmar Associates, Inc.
Inmar Parties: 0000 X. 0xx Xxxxxx
Xxxxxx Xxxxxx, Xxx Xxxxxx 00000
19
with a copy to: Xxxxxxx X. Xxxxxx, Esq.
Schenck, Price, Xxxxx & King
00 Xxxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
if to Xxxxx: Xx. Xxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxxxxx
Xxxxxx Xxxxxx, Xxx Xxxxxx 00000
with a copy to: Xxxxxxx X. Xxxxxx, Esq.
Schenck, Price, Xxxxx & King
00 Xxxxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
if to Xxxxxxx: Xx. Xxxxxx X. Xxxxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxxxx 00000
with a copy to: Xxxxx X. Xxxxxxxx, Esq.
Kozlov, Seaton, Xxxxxxxx &
Xxxxxx, P.C.
0000 Xxxxx 00 Xxxx, Xxxxx 000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
26. INDEX TO DEFINED TERMS. The following terms are defined in the
following paragraphs of this Agreement:
Term Section
Accompanying Agreements P. 1.1
Agreement First recital
Arbitration Demands Third recital
Arbitration Suits Third recital
A2S P. 3.1
CERCLA P. 2.2
Dock Watch Fourth P. of heading
EPA First recital
EPA Orders Fourth recital
Effective Date P. 1.1
Filcrest Third P. of heading
Filcrest's Property P. 7.1
Fraudulent Conveyances Counterclaim P. 9.1
Xxxxxxxx Xxxxxxxxxx P. 5.1
Gaess Fifth P. of heading
Indemnitees P. 11
Inmar Fourth P. of heading
Inmar Parties Fourth P. of heading
Insurance Action P. 5.1
Joint Defense Materials P. 23.1
20
Term (continued) Section (continued)
KB Third P. of heading
Kin-Buc Landfill First recital
Kin-Buc Cost Recovery Action Second recital
Xxxxx Fifth P. of heading
Xxxxxxx Fifth P. of heading
Net Recoveries P. 5.1
1986 Agreement P. 1.1
Paying Agent P. 5.1
Preparer's Certificate P. 5.2
Recoveries P. 5.1
Remediation Easements P. 1.2
Retainer Agreement P. 5.1(a)
SCA Second P. of heading
SCA Parties Second P. of heading
SCA Payment P. 5.1
Transtech Third P. of heading
Transtech Parties Third P. of heading
Transtech's Consolidated Group P. 5.1
Transtech's Tax Liabilities P. 5.1(b)
27. HEADINGS. Headings are not part of the agreement of the parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on and as
of the date set forth above.
WASTE MANAGEMENT, INC. SCA SERVICES, INC.
By:/s/ Xxxxxxx X. Xxxxx By:/s/ Xxxxxxx X. Xxxxx
-------------------- --------------------
Title:Manager-Closed Sites Title:Manager-Closed Sites
CHEMICAL WASTE MANAGEMENT
OF NEW JERSEY, INC., for
and as to itself and as
a general partner of
Earthline Company
By:/s/ Xxxxxxx X. Xxxxx
--------------------
Title:Manager-Closed Sites
[Signatures continued on next page]
21
[Signatures continued]
CHEMICAL WASTE MANAGEMENT, WASTE MANAGEMENT OF NEW JERSEY,
INC., for and as to itself INC.
and as successor to CWM
Consolidation Sub, Inc.
By:/s/Xxxxxxx X. Xxxxx
-------------------
By:/s/ Xxxxxxx X. Xxxxx Title:Manager-Closed Sites
--------------------
Title:Manager-Closed Sites
CWM CHEMICAL SERVICES, INC.
By:/s/Xxxxxxx X. Xxxxx
-------------------
Title:Manager-Closed Sites
TRANSTECH INDUSTRIES, INC. FILCREST REALTY, INC.
By:/s/Xxxxxx X. Xxxxx By:/s/Xxxxxx X. Xxxxx
------------------ -------------------
Title:President and Title:President
Chief Executive Officer
KIN-BUC, INC.
By:/s/Xxxxxx X. Xxxxx
------------------
Title:President
INMAR ASSOCIATES, INC. DOCK WATCH QUARRY, INC.,
for and as to itself and as a
possible successor to Marpak, Inc.
By:/s/ Xxxxxx X. Xxxxx
-------------------
Title:President By:/s/ Xxxxxx X. Xxxxx
-------------------
Title:President
[Signatures continued on next page]
22
[Signatures continued]
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxx X. Xxxxxxx
------------------- ---------------------
XXXXXX X. XXXXX, XXXXXX X. XXXXXXX,
for and as to himself and individually and as a trustee
as a possible successor to of a trust for the benefit of
Marpak, Inc. Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
------------------
XXXXXXX XXXXX
23
EXHIBIT "A"
FILCREST PROPERTY
BLOCK/LOT MUNICIPALITY ACREAGE
--------- ------------------ ----------
399/14 Edison, New Jersey 1.06 acres
399/59 " 1.00
399/61 " 4.20
399/63 " 5.13
399/65 " 2.00
399/68 " 1.50
399/73 " 6.00
399/76 " 1.00
399/78 " 3.52
399/80 " 3.49
399/84 " 5.18
399/91 " 1.04
399/106, 107 " 1.66
399/108 " .93
400/4, 5 " 5.46
400/6, 7 " 4.50
400/9 " 5.46
400/26 " 11.00
400/31 " 2.30
400/37 " 2.00
400/43, 44 " .32
400/45, 46, 47 " .86
400/49 " 5.00
400/56 " 5.00
400/59, 60, 61 " 4.59
400/63 " .55
400/67, 68 " 2.04
400/70 " 2.00
