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Subpart 373-2: Final Status Standards For Owners and Operators Of Hazardous Waste Treatment, Storage and Disposal Facilities - Page 3

(Statutory Authority: Environmental Conservation Law Section 27-0900 et seq)

[Effective September 6, 2006]

[page 3 of 7]

Pages in this Part:
Sections 1 to Section 7
Section 8(a)-(i)
Section 8 (j)
Sections 9 to Section 13
Sections 14 to Section 27
Sections 28 to Section 29
Sections 30 to Appendix 33

Contents:

Sec.

§373-2.8 Financial Requirements

(j) Wording of the instruments. (Send to: NYSDEC, Division of Solid & Hazardous Materials, 625 Broadway, Albany, NY 12233-7250)

(1) A trust agreement for a trust fund, as specified in paragraph (d)(1) or (f)(1) of this section, or (d)(1) or (f)(1) of section 373-3.8 of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

TRUST AGREEMENT

TRUST AGREEMENT, the "Agreement," entered into as of (enter date) by and between (name of the owner or operator), a (name of State) (insert "corporation," partnership," "association," or "proprietorship"), the "Settlor," and (name of corporate trustee), (insert "incorporated in the State of ___________" or "a national bank"), the "Trustee."

WHEREAS, the New York State Department of Environmental Conservation (hereinafter referred to as "NYSDEC") has established certain regulations applicable to the Settlor, requiring that an owner or operator of a hazardous waste management facility shall provide financial assurance that funds will be available when needed (insert "for facility closure, and post-closure facility monitoring and maintenance," or other language upon written approval of the Commissioner of NYSDEC which limits or reduces the extent of the activities funded by this trust) (hereinafter referred to as "Closure and Post Closure"), and

WHEREAS, the Settlor has elected to establish a trust to provide all or part of such financial assurance for the facilities identified herein, and

WHEREAS, the Settlor acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement, and the Trustee is willing to act as trustee,

NOW, THEREFORE, the Settlor and the Trustee agree as follows:

Section 1. Definitions. As used in this Agreement:

(a) The term "Settlor" means the owner or operator who enters into this Agreement and any successors or assigns of the Settlor.

(b) The term "Trustee" means the Trustee who enters into this Agreement and any successor Trustee.

(c) The term "Commissioner" means the Commissioner of the New York State Department of Environmental Conservation, or the Commissioner's duly appointed designee.

Section 2. Identification of Facilities and Cost Estimates. This Agreement pertains to the facilities and cost estimates identified on attached Schedule A (on Schedule A, for each facility, list the NYSDEC and EPA identification numbers, names, addresses, and the costs, as established or approved by the Commissioner, per facility for Closure and Post-Closure, or portions thereof, for which financial assurance is demonstrated by this Agreement).

Section 3. Establishment of Fund. The Settlor and the Trustee hereby establish a trust fund (hereinafter referred to as the "Fund") for the benefit of NYSDEC. The Settlor and the Trustee intend that no third party have access to the Fund except as herein provided. The Fund is established initially as consisting of the property, which is acceptable to the Trustee, described in Schedule B annexed hereto. Such property and any other property subsequently transferred to the Trustee is referred to as the Fund, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided. The Trustee shall not be responsible, nor shall it undertake any responsibility for the amount or adequacy of, nor any duty to collect from the Settlor, any payments necessary to discharge any liabilities of the Settlor established by NYSDEC.

Section 4. Payment for Closure, Post-closure. The Trustee shall make payment from the Fund as the Commissioner shall direct, in writing, to provide for the payment of the costs of Closure and Post-closure of the facilities covered by this Agreement. The Trustee shall reimburse the Settlor or other persons as specified by the Commissioner from the Fund for the expenditures of such covered activities in such amounts as the Commissioner shall direct in writing. In addition, the Trustee shall refund to the Settlors such amounts as the Commissioner specifies in writing. Upon refund, such funds shall no longer constitute part of the Fund as defined herein.

Section 5. Payments Comprising the Fund. Payments made to the Trustee for the Fund shall consist of cash or securities acceptable to the Trustee.

Section 6. Trustee Management. The Trustee shall invest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in accordance with general investment policies and guidelines which the Settlor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section. In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge his or her duties with respect to the trust fund solely in the interest of the beneficiary and with the care, skill, prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; except that:

(a) Securities or other obligations of the Settlor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, 15 USCA 80a-2(a) (see section 370.1(e)), shall not be acquired or held, unless they are securities or other obligations of the Federal or a State government;

(b) The Trustee is authorized to invest the Fund in time or demand deposits of the Trustee, to the extent insured by an agency of the Federal or State government; and

(c) The Trustee is authorized to hold cash awaiting investment or distribution uninvested for a reasonable time and without liability for the payment of interest thereon.

Section 7. Commingling and Investment. The Trustee is expressly authorized in its discretion:

(a) To transfer from time to time any or all of the assets of the Fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and

(b) To purchase shares in any investment company registered under the Investment Company Act of 1940, 15 USCA 80a-1 et seq (see 6 NYCRR 370.1(e)), including one which may be created, managed, underwritten, or to which investment advice is rendered or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

Section 8. Express Powers of Trustee. Without in any way limiting the powers and discretions conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:

(a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or expediency of any such sale or other disposition;

(b) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(c) To register any securities held in the Fund in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund;

(d) To deposit any cash in the Fund in interest-bearing accounts maintained or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee, to the extent insured by an agency of the Federal or State government; and

(e) To accept additions to the Fund from sources other than the Settlor of the Trust.

(f) To contest, compromise, or otherwise settle any claim in favor of the Fund or Trustee, or in favor of third persons and against the Fund or Trustee.

Section 9. Taxes and Expenses. All taxes of any kind that may be assessed or levied against or in respect of the Fund and all brokerage commissions incurred by the Trustee in connection with the administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the trustee to the extent not paid directly by the Settlor, and all of the proper charges and disbursements of the Trustee shall be paid from the Fund.

Section 10. Annual Valuation. The Trustee shall annually, at least 30 days prior to the anniversary date of establishment of the Fund, furnish to the Settlor and to the Commissioner, a statement confirming the value of the Trust. Any securities in the fund shall be valued at market value as of no more than 60 days prior to the anniversary date of the establishment of the Fund. The failure of the Settlor to object in writing to the Trustee within 90 days after the statement has been furnished to the Settlor and to the Commissioner shall constitute a conclusively binding assent by the Settlor, barring the Settlor from asserting any claim or liability against the Trustee with respect to matters disclosed in the statement.

Section 11. Advice of Counsel. The Trustee may from time to time consult with counsel, who may be counsel to the Settlor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting upon the advice of counsel.

Section 12. Trustee Compensation. The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Settlor.

Section 13. Successor Trustee. The Trustee may resign or the Settlor may replace the Trustee, but such resignation or replacement shall not be effective until the Settlor has appointed a successor Trustee and this successor accepts the appointment. The successor trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor trustee the funds and properties then constituting the Fund. If for any reason the Settlor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instruction. The successor trustee shall specify the date on which it assumes administration of the trust in writing sent to the Settlor, the Commissioner, and the present Trustee by certified mail, return receipt requested, 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in section 9.

Section 14. Instructions to the Trustee. All orders, requests, and instructions by the Settlor to the Trustee shall be in writing, signed by such persons as are designated in the attached Exhibit A or such other designees as the Settlor may designate by amendment to Exhibit A. The Trustee shall be fully protected in acting without inquiry in accordance with the Settlor's orders, requests, and instructions. All orders, requests, and instructions by the Commissioner to the Trustee shall be in writing, signed by the Commissioner, and the Trustee shall act and shall be fully protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Settlor or NYSDEC hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Settlor and/or NYSDEC except as provided for herein.

Section 15. Notice of Nonpayment. The Trustee shall notify the Settlor and the Commissioner, by certified mail, return receipt requested, within 10 days following the expiration of the 30 day period after the anniversary of the establishment of the Trust, if no payment is received from the Settlor during that period. After the pay-in period is completed, the Trustee shall not be required to send a notice of nonpayment.

Section 16. Amendment of Agreement. This Agreement may be amended by an instrument in writing executed by the Settlor, the Trustee, and the Commissioner or by the Trustee and the commissioner if the Settlor ceases to exist.

Section 17. Irrevocability and Termination. Subject to the right of the parties to amend this Agreement as provided in Section 16, this Trust shall be irrevocable and shall continue until terminated at the written agreement of the Settlor, the Trustee, and the Commissioner, or by the Trustee and the Commissioner, if the Settlor ceases to exist. Upon termination of the Trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Settlor.

Section 18. Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in the carrying out of any directions by the Settlor or the Commissioner issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Settlor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Settlor fails to provide such defense.

Section 19. Choice of Law. This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.

Section 20. Interpretation. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective officers duly authorized and their corporate seals to be hereunto affixed and attested as of the date first above written. The parties below certify that the wording of this Agreement is identical to the wording specified in 6 NYCRR 373-2.8(j)(1) as such regulations were constituted on the date first above written.

__________________________ Settlor

__________________________

Trustee

(ACKNOWLEDGEMENT BY TRUSTEE, IF A BANK)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the banking institution described in and which executed the within Trust Fund Agreement; and that (s)he signed his/her name thereto by authority of such banking institution.

__________________________ Notary Public

(ACKNOWLEDGEMENT BY TRUSTEE, IF A CORPORATION)

STATE OF :

: SS.:

COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement; that (s)he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that (s)he signed his/her name thereto by like order.

____________________________ Notary Public

(ACKNOWLEDGEMENT BY SETTLOR/OWNER OPERATOR, UNLESS IT BE A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known and known to me to be the person(s) described in and who executed the within Trust Fund Agreement; and acknowledged that (s)he executed the same.

_____________________________ Notary Public

(ACKNOWLEDGEMENT BY SETTLOR/OWNER OPERATOR, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement; that (s)he knew the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that (s)he signed his/her name thereto by like order.

_________________________________ Notary Public

(2) A surety bond, as specified in paragraph (d)(2) or (f)(2) of this section, or paragraph (d)(2) or (f)(2) of section 373-3.8 of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

SURETY BOND

Bond Number: _________________________________________________________________________________

Date bond executed: _____________________________________________________________________________

(If more than one Surety, identify bond number with respective Surety)

Effective date: _________________________________________________________________________________

Principal: ______________________________________________________________________________________

(Legal name and business address of owner or operator)

Type of organization: ___________________________________________________________________________

(Insert "individual," "joint venture," "partnership," or "corporation")

State of Incorporation: __________________________________________________________________________

Surety(ies): ___________________________________________________________________________________

(Name(s) and business address(es) of Surety(ies))

Obligee: New York State Department of Environmental Conservation

EPA identification numbers, name, address, and closure and/or post-closure amount(s) for each facility guaranteed by this bond (indicate facility and closure and post-closure amounts separately):

_______________________________________________________ _______________________________________________________ _______________________________________________________

Total penal sum of bond: $ ___________________ (payable in good and lawful money of the United States of America)

NOW, THEREFORE, Know All Persons By These Presents, that we, the Principal and Surety(ies) hereto are held and firmly bound to NYSDEC in the above penal sum for the payment of which we bind ourselves, our heirs, executors, administrators, successors, and assigns jointly and severally; provided that, where the Surety(ies) are corporations acting as co-sureties, we, the Sureties, bind ourselves in such sum "jointly and severally" only for the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each Surety binds itself, jointly and severally with the Principal, for the payment of such sum only as is set forth opposite the name of such Surety, but if no limit of liability is indicated, the limit of liability shall be the full amount of the penal sum.

WHEREAS said Principal is required, under ECL Article 27, to have a permit or interim status in order to own or operate each hazardous waste management facility identified above; and

WHEREAS said Principal is required to provide financial assurance for closure, or closure and post-closure care, as referred to above, as a condition of the permit(s) or interim status; and

WHEREAS said Principal shall establish a standby trust fund as is required when a surety bond is used to provide such financial assurance;

NOW, THEREFORE, the conditions of the obligation are such that if the Principal shall faithfully, before the beginning of final closure of each facility identified above, fund the standby trust fund in the amount(s) identified above for the facility,

OR, if the Principal shall fund the standby trust fund in such amount(s) within 15 days after an order to begin closure is issued by the Commissioner or a United States district court or other court of competent jurisdiction,

OR, if the Principal shall provide alternate financial assurance, as specified in ECL section 27-0917 or 6 NYCRR 373-2.8 or 373-3.8, as applicable, and obtain the Commissioner's written approval of such assurance, within 90 days after the date notice of cancellation is received by both the Principal and the Commissioner from the Surety(ies), then this obligation shall be null and void, otherwise it is to remain in full force and effect.

The Surety(ies) shall become liable on this bond obligation only when the Principal has failed to fulfill the conditions described above. Upon notification by the Commissioner that the Principal has failed to perform as guaranteed by this bond, the Surety(ies) shall place funds in the amount guaranteed for the facility(ies) into the standby trust fund as directed by the Commissioner.

The liability of the Surety(ies) shall not be discharged by any payment or succession of payments hereunder, unless and until such payment or payments shall amount in the aggregate to the penal sum of the bond, but in no event shall the obligation of the Surety(ies) hereunder exceed the amount of said penal sum.

The Surety(ies) may cancel the bond by sending notice of cancellation by certified mail, return receipt requested, to the Principal and the Commissioner, provided, however, that cancellation shall not occur during the 120 days beginning on the date of receipt of the notice of cancellation by both the Principal and the Commissioner, as evidenced by the return receipts.

The Principal may terminate this bond by sending written notice to the Surety(ies), provided, however, that no such notice shall become effective until the Surety(ies) receive(s) written authorization for termination of the bond by the Commissioner.

(The following paragraph is an optional rider that may be included, but is not required.)

Principal and Surety(ies) hereby agree to adjust the penal sum of the bond yearly so that it guarantees a new closure and/or post-closure amount, provided that the penal sum does not increase by more than 20 percent in any one year, and no decrease in the penal sum takes place without the written permission of the Commissioner.

IN WITNESS WHEREOF, the Principal and Surety(ies) have affixed their seals on the date set forth above.

The persons whose signatures appear below hereby certify that they are authorized to execute this surety bond on behalf of the Principal and Surety(ies) and that the wording of this surety bond is identical to the wording specified in 6 NYCRR 373-2.8(j)(2), as such regulations were constituted on the date this bond was executed.

PRINCIPAL

(Signature(s))_____________________________________________________________________

(Name(s))________________________________________________________________________

(Title(s))_________________________________________________________________________

(Corporate Seal)___________________________________________________________________

CORPORATE SURETY(IES)

(Name and Address)

State of Incorporation: _______________________________________________________________________

Liability Limit: (For each facility, and in the aggregate)

$____________________________________________________

(Signature(s))__________________________________________________________________________________

(Name(s) and Title(s))___________________________________________________________________________

(Corporate Seal)

(For every co-surety, provide signature(s), corporate seal, and other information in the same manner as for Surety above.)

Bond Premium: $__________________________________________________

(ACKNOWLEDGEMENT BY PRINCIPAL, UNLESS IT BE A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known and known to me to be the person(s) described in and who executed the foregoing instrument and acknowledged that (s)he executed the same.

_________________________________ Notary Public

(ACKNOWLEDGEMENT BY PRINCIPAL, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came , to me known, who, being by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order.

_________________________________ Notary Public

(ACKNOWLEDGEMENT BY SURETY COMPANY; PREPARE SEPARATE ACKNOWLEDGEMENT FOR EACH SURETY)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came , to me known, who, being by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , (insert name of Surety), the corporation described in and which executed the within instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order; and that the liabilities of said company do not exceed its assets as ascertained in the manner provided by the laws of the State of New York.

_________________________________ Notary Public

(3) A letter of credit, as specified in paragraph (d)(3) or (f)(3) of this section, or paragraph (d)(3) or (f)(3) of section 373-3.8 of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Irrevocable Standby Letter of Credit

Name and address of banking establishment (Date)

Commissioner New York State Department of Environmental Conservation Attn: Division of Solid & Hazardous Materials 625 Broadway Albany, New York 12233-7250

Re: Letter of Credit No. _____________________________

Dear Sir or Madam:

We hereby establish and open our Irrevocable Standby Letter of Credit No. _______________ in your favor, at the request and for the account of (owner's or operator's name and address) up to the aggregate amount of (insert amount of dollars in words) U.S. dollars ($ ), available upon presentation of:

(1) your sight draft, bearing reference to this Letter of Credit No. _______________, and

(2) your signed statement reading as follows: "I certify that the amount of the draft is payable pursuant to regulations issued under authority of the New York State Environmental Conservation Law."

This letter of credit is effective as of (date) and shall expire on (date at least 1 year later), but such expiration date shall be automatically extended for a period of (at least one year) on (date) and on each successive expiration date thereafter, unless, at least 120 days before the current expiration date, we notify both you and (owner's or operator's name) by certified mail, return receipt requested, that we have decided not to extend this letter of credit beyond the current expiration date. In the event you are so notified, any unused portion of the credit shall be available upon presentation of your sight draft and the above-referred to signed statement for 120 days after the date of receipt by both you and (owner's or operator's name), as shown on the signed return receipts.

The (insert name of bank issuing letter of credit) agrees that whenever this letter of credit is drawn on, under and in compliance with the terms of this letter of credit, that (insert name of bank issuing letter of credit) shall duly honor such draft upon presentation to (insert name of bank issuing letter of credit) and the (insert name of bank issuing letter of credit) shall deposit the amount of the draft into the standby trust fund of (owner's or operator's name) in accordance with the Commissioner's instructions.

We certify that the wording of this letter of credit is identical to the wording specified in 6 NYCRR 373-2.8(j)(3), as such regulations were constituted on the date shown immediately below.

Very truly yours,

(Insert name of bank issuing credit)

By: ________________________________________________________________________________ (insert name and title of authorized employee or officer of bank issuing letter of credit.)

Date: _____________________________________________

This credit is subject to (insert "the most recent edition of the Uniform Customs and Practice for Documentary Credits, published and copyrighted by the International Chamber of Commerce," or "the Uniform Commercial Code of the State of New York").

(4) A certificate of insurance, as specified in paragraph (d)(4) or (f)(4) of this section, or paragraph (d)(4) or (f)(4) of section 373-3.8 of this Part, must be worded as follows, except that instruction in brackets are to be replaced with relevant information and the brackets deleted:

CERTIFICATE OF INSURANCE FOR CLOSURE AND/OR POST-CLOSURE CARE

Name and Address of Insurer (hereinafter called the "Insurer"): _____________________________________________________________________________

Name and Address of Insured (hereinafter called the "Insured"): ______________________________________________________________________________

Facilities Covered: (List for each facility: EPA identification numbers, names, addresses, and the amount of insurance for facility closure, and for post-closure monitoring and maintenance (these amounts for all facilities covered must total the face amount shown below.))

Face Amount: ____________________________________________________

Policy Number: ___________________________________________________

Effective Date: ____________________________________________________

Expiration Date: ___________________________________________________

The Insurer hereby certifies that it has issued to the Insured the policy of insurance identified above to provide financial assurance (insert "for facility closure and for post-closure monitoring and maintenance," or such other language, upon written approval of the Commissioner, which limits or reduces the extent of the activities covered) for the facilities identified above. The Insurer further warrants that the policy conforms in all respects to the requirements of 6 NYCRR Part 370 et seq, as applicable and as such regulations were constituted on the date shown immediately below. It is agreed that any provision of the policy inconsistent with such regulations is hereby amended to eliminate such inconsistency.

Whenever requested by the Commissioner of the New York State Department of Environmental Conservation (hereinafter referred to as the "Commissioner"), the Insurer agrees to furnish to the Commissioner a duplicate original of the policy listed above, including all endorsements thereon.

I hereby certify that the wording of this certificate is identical to the wording specified in 6 NYCRR 373-2.8(j)(4), as such regulations were constituted on the date shown immediately below.

(Insert Authorized signature for Insurer)

__________________________________________________ (Insert Name of Person Signing) (Insert Title of Person Signing)

Sworn to before me this day of , 19 .

_________________________________ Notary Public

(5) A letter from the chief financial officer, as specified in paragraphs (d)(5) or (f)(5) of this section, or paragraph (d)(5) or (f)(5) of section 373-3.8 of this Part, must be worded as follows except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Letter from Chief Financial Officer

(Address to Commissioner of DEC, Attn: Division of Solid & Hazardous Materials)

I am the chief financial officer of (name and address of firm). This letter is in support of this firm's use of the financial test to demonstrate financial assurance for closure and/or post-closure costs, as specified in 6 NYCRR 373-2.8 and 373-3.8.

(Fill out the following five paragraphs regarding facilities and associated cost estimates. If your firm has no facilities that belong in a particular paragraph, write "None" in the space indicated. For each facility, include its EPA identification number, name, address, and current closure and/or post-closure cost estimates. Identify each cost estimate as to whether it is for closure or post-closure care.)

1. This firm is the owner or operator of the following facilities for which financial assurance for closure and/or post-closure care is demonstrated through the financial test specified in 6 NYCRR 373-2.8 and 373-3.8. The current closure and/or post-closure cost estimates covered by the test are shown for each facility: ____________________________________________.

2. This firm guarantees, through the guarantee specified in 6 NYCRR 373-2.8 and 373-3.8, the closure and/or post-closure care of the following facilities owned or operated by the guaranteed party. The current cost estimates for the closure and/or post-closure care so guaranteed are shown for each facility: _____________________________________________. The firm identified above is (insert one or more: (1) The direct or higher-tier parent corporation of the owner or operator; (2) owned by the same parent corporation as the parent corporation of the owner or operator, and receiving the following value in consideration of this guarantee ; or (3) engaged in the following substantial business relationship with the owner or operator , and receiving the following value in consideration of this guarantee ). (Attach a written description of the business relationship or a copy of the contract establishing such relationship to this letter.)

3. For facilities not located in New York, this firm, as owner or operator or guarantor, is demonstrating financial assurance for the closure, and/or post closure care of the following facilities through the use of a test equivalent or substantially equivalent to the test specified in Subpart H of 40 CFR Parts 264 and 265. The current closure and/or post-closure cost estimates covered by such a test are shown for each facility: __________________________________________.

4. This firm is the owner or operator of the following hazardous waste management facilities for which financial assurance for closure or, if a disposal facility, post-closure care, is not demonstrated either to EPA or New York or other states through the financial test or any other financial assurance mechanism specified in Subpart H of 40 CFR Parts 264 and 265 or equivalent or substantially equivalent state mechanisms. The current closure and/or post-closure cost estimates not covered by such financial assurance are shown for each facility: ________________________________________________.

5. This firm is the owner or operator of the following UIC facilities for which financial assurance for plugging and abandonment is required under 40 CFR Part 144 (see 6 NYCRR 370.1(e)). The current closure cost estimates as required by 40 CFR 144.62 are shown for each facility: __________________________________________________.

This firm (insert "is required" or "is not required") to file a Form 10K with the Securities and Exchange Commission (SEC) for the latest fiscal year.

The fiscal year of this firm ends on (month, day). The figures for the following items marked with an asterisk are derived from this firm's independently audited, year-end financial statements for the latest completed fiscal year, ended (date).

(Fill in Alternative I if the criteria of clause ('a') of either 6 NYCRR 373-2.8(d)(5)(i) or (f)(5)(i) or 6 NYCRR 373-3.8(d)(5)(i) or (f)(5)(i) are used. Fill in Alternative II if the criteria of clause ('b') of either 6 NYCRR 373-2.8(d)(5)(i) or (f)(5)(i) or 6 NYCRR 373-3.8(d)(5)(i) or (f)(5)(i) are used).

Alternative I

1. Sum of current closure and post-closure cost estimates (total of all cost estimates shown in the five paragraphs above) $.........
*2. Total liabilities (if any portion of the closure or post-closure cost estimates is included in total liabilities, you may deduct the amount of that portion from this line and add that amount to lines 3 and 4) $.........
*3. Tangible net worth $.........
*4. Net worth $.........
*5. Current assets $.........
*6. Current liabilities $.........
*7. Net working capital (line 5 minus line 6 ) $.........
*8. The sum of net income plus depreciation, depletion, and amortization $.........
*9. Total assets in U.S. (required only if less than 90% of firm's assets are located in the U.S.) $.........
Yes No
10. Is line 3 at least $10 million? .... .....
11. Is line 3 at least 6 times line 1? ..... .....
12. Is line 7 at least 6 times line 1? .... .....
*13. Are at least 90% of firm's assets located in the U.S.?
If not, complete line 14
..... .....
14. Is line 9 at least 6 times line 1? ..... .....
15. Is line 2 divided by line 4 less than 2.0? ..... .....
16. Is line 8 divided by line 2 greater than 0.1? ..... .....
17. Is line 5 divided by line 6 greater than 1.5? ..... .....

Alternative II

1. Sum of current closure and post-closure cost estimates (total of all
cost estimates shown in the five paragraphs above)
$.........
2. Current bond rating of most recent issuance of this firm
and name of rating service
..........
3. Date of issuance of bond ..........
4. Date of maturity of bond ..........
*5. Tangible net worth (if any portion of the closure and post-closure cost estimates is included in "total liabilities" on your firm's financial statements, you may add the amount of that portion to this line) $.........
*6. Total assets in U.S. (required only if less than 90% of firm's assets are located in the U.S.) $.....
Yes No
7. Is line 5 at least $10 million? ..... .....
8. Is line 5 at least 6 times line 1? ..... .....
*9. Are at least 90% of firm's assets located in the U.S.?
If not, complete line 10.
..... .....
10. Is line 6 at least 6 times line 1? ..... .....

______________________________________________________________________________________________

I hereby certify that the wording of this letter is identical to the wording specified in 6 NYCRR 373-2.8(j)(5) as such regulations were constituted on the date shown immediately below.

(Signature)

(Name)

(Title)

(Date)

(6) (i) A guarantee, as specified in paragraph 373-2.8(d)(5) or (f)(5) or 373-3.8(d)(5) or (f)(5) of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

GUARANTEE FOR CLOSURE AND/OR POST-CLOSURE CARE

(Date) (City and State)

Guarantee made this (date) by (name of guaranteeing entity), a business corporation organized under the laws of the State of (insert name of state of incorporation), (hereinafter referred to as "Guarantor"). This Guarantee is made on behalf of (insert name of owner or operator) of (business address), which is (one of the following: "our subsidiary"; "a subsidiary of (name and address of common parent corporation), of which Guarantor is a subsidiary"; or "an entity with which Guarantor has a substantial business relationship, as defined in 6 NYCRR 373-2.8(b) or 373-3.8(b)") to the New York State Department of Environmental Conservation; and

WHEREAS, the New York State Department of Environmental Conservation (hereinafter referred to as "Obligee" or "NYSDEC") is unwilling to issue a permit to, or otherwise authorize or approve the operation or continued operation by, (insert name of owner or operator) of certain hazardous waste management facilities or facility, referred to in paragraph 2 below (hereinafter referred to as the "Facility(ies)"), unless NYSDEC receives a guarantee of the undersigned covering the obligations and liabilities of (insert name of owner or operator) to NYSDEC arising out of the performance of (insert "facility closure and post-closure facility monitoring and maintenance," or other language upon written approval of the Commissioner which limits or reduces the activity guaranteed) (hereinafter referred to as "closure and post-closure care") by (insert name of owner or operator) of the hazardous waste management facility(ies);

NOW, THEREFORE, in consideration of these premises and of other good and valuable consideration, and in order to induce NYSDEC now, and from time to time, in its discretion, to issue permits to (insert name of owner or operator) for the ownership or operation of the hazardous waste management facility(ies) or to allow or authorize (insert name of owner or operator) to continue to conduct the operation or ownership of the hazardous waste management facility(ies), the undersigned hereby guarantees, absolutely and unconditionally, to NYSDEC the payment of all liabilities of (insert name of owner or operator) of whatever nature, whether now existing or hereinafter incurred, and whether absolute or contingent, arising out of the obligation of (insert name of owner or operator) to NYSDEC to perform the required closure and post-closure care, as hereinbefore stated, to or for the facility(ies) in accordance with the plans and permits submitted by or issued to (insert name of owner or operator) in accordance with New York State Environmental Conservation Law, Article 27, and 6 NYCRR Part 370 et seq, (all of which are hereinafter collectively referred to as the "Liabilities of the (insert name of owner or operator)").

Recitals

The Guarantor further states as follows:

1. Guarantor meets or exceeds the financial test criteria of New York State Environmental Conservation Law, article 27 (hereinafter referred to as "ECL art. 27") and 6 NYCRR Part 370 et seq, and agrees to comply with the reporting requirements for Guarantors as specified in 6 NYCRR Part 370 et seq.

2. (Insert name of owner or operator) owns or operates the following hazardous waste management facility(ies) covered by this Guarantee: (List for each facility: EPA identification numbers, names and addresses. Indicate for each facility whether Guarantee is for facility closure and post-closure facility monitoring and maintenance, or both.)

3. "Closure plans" and "post-closure plans" (such plans include, where applicable, those agreements between the owner and operator of the subject facility(ies) and NYSDEC as to closure and post-closure care), as used below, refer to the plans prepared, submitted and maintained as required by ECL art. 27 and 6 NYCRR Part 370 et seq, for the closure and post-closure care of the facilities as identified in paragraph 2 above.

4. For value received from (owner or operator), Guarantor guarantees to NYSDEC that in the event that (insert name of owner or operator) fails to perform closure or post-closure care of the above facility(ies), as referred to in paragraph 2 above, in accordance with the closure or post-closure plans and other permit or interim status requirements, whenever required to do so by the Commissioner of NYSDEC (hereinafter referred to as the "Commissioner"), the Guarantor shall do so or establish a trust fund as specified in 6 NYCRR Part 370 et seq, as applicable, in the name of (owner or operator) in the amount of the current closure and post-closure cost estimates or as specified by the Commissioner.

5. Guarantor agrees that if, at the end of any fiscal year before termination of this Guarantee, the Guarantor fails to meet the financial test criteria, Guarantor shall send, within ninety (90) days, by certified mail, return receipt requested, notice to the Commissioner and to (insert name of owner or operator) that the Guarantor intends to provide alternate financial assurance as specified in 6 NYCRR Part 370 et seq, as applicable, in the name of (insert name of owner or operator). Within 120 days after the end of such fiscal year, the Guarantor shall establish such financial assurance unless (insert name of owner or operator) has done so.

6. The Guarantor agrees to notify the Commissioner, by certified mail, return receipt requested, of a voluntary or involuntary case or proceeding under 11 USCA (Bankruptcy) naming Guarantor as Debtor, within ten (10) days after commencement of the case or proceeding.

7. Guarantor agrees that within thirty (30) days after being notified by the Commissioner, of a determination that Guarantor no longer meets the financial test criteria, or that the Guarantor is disallowed from continuing as a Guarantor of closure or post-closure care, the Guarantor shall establish alternate financial assurance as specified in 6 NYCRR Part 370 et seq, as applicable, in the name of (insert name of owner or operator) unless (insert name of owner or operator) has done so.

8. Guarantor agrees to remain bound under this Guarantee notwithstanding any or all of the following:

(a) amendment or modification of the closure or post-closure plan;

(b) amendment or modification of the permit;

(c) the extension or reduction of the time of performance of closure or post-closure care; or

(d) any other modification or alteration of an obligation of the owner or operator pursuant to 6 NYCRR Part 370 et seq.

9. Guarantor agrees to remain bound under this Guarantee for so long as (insert name of owner or operator) must comply with the applicable financial assurance requirements of 6 NYCRR Part 370 et seq, for the above-listed facility(ies), except as provided in paragraph 10 of this agreement.

10. (Insert the following language if the Guarantor is (a) a direct or higher-tier corporate parent, or (b) a firm whose parent corporation is also the parent corporation of the owner or operator):

Guarantor may terminate this Guarantee by sending notice by certified mail, return receipt requested, to the Commissioner and to (insert name of owner or operator), provided that this Guarantee may not be terminated unless and until (insert name of owner or operator) obtains, and the Commissioner approves alternate closure and/or post-closure care coverage complying with 6 NYCRR Part 370 et seq.

(Insert the following language if the Guarantor is a firm qualifying as a Guarantor due to its "substantial business relationship" with the owner or operator.)

Guarantor may terminate this Guarantee 120 days following the receipt of notification, through certified mail, return receipt requested, by the Commissioner and by (insert name of owner or operator).

11. Guarantor agrees that if (insert name of owner or operator) fails to provide alternate financial assurance as specified in 6 NYCRR Part 370 et seq, as applicable, and obtain written approval of such assurance from the Commissioner, or the Commissioner's designee, within 90 days after a notice of cancellation by the Guarantor is received by the Commissioner from the Guarantor, Guarantor shall provide such alternate financial assurance in the name of (insert name of owner or operator).

12. Guarantor expressly waives any or all of the following:

(a) notice of acceptance of this Guarantee by the Commissioner or by (insert name of owner or operator);

(b) notice of amendments or modification of the closure and/or post-closure plan;

(c) amendments or modifications of the facility(ies) permit(s); and

(d) any demand to (insert name of owner or operator ) for payments which this instrument guarantees.

13. All monies available to NYSDEC for application in payment or reduction of the liabilities of (insert name of owner or operator) may be applied by NYSDEC in such manner and in such amounts and at such time or times as NYSDEC may see fit to the payment or reduction of such of the liabilities of (insert name of owner or operator) as NYSDEC may elect.

14. This is a guarantee of payment and not of collection, and the undersigned further waives any right to require that any action be brought against (insert name of owner or operator) or any other person, or to require that resort be had to any security or to any balance of any trust account, letter of credit, insurance policy or surety bond, to the benefit of NYSDEC.

15. Each reference herein to NYSDEC shall be deemed to include its successors and assigns, in whose favor the provisions of this Guarantee shall also enure. Each reference herein to the undersigned shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned, all of whom shall be bound by the provisions of this Guarantee.

16. If any party hereto shall be in partnership, the agreements and obligations on the part of the undersigned herein contained shall remain in force and applicable notwithstanding any changes in the individuals composing the partnership, and the term "undersigned" shall include any altered or successive partnership, but the predecessor partnerships and their partners shall not thereby be released from any obligation or liability.

17. No delay on the part of NYSDEC in exercising any right hereunder, or failure to exercise the same, shall operate as a waiver of such right; no notice to or demand on the undersigned shall be deemed to be a waiver of the obligation of the undersigned or of the right of NYSDEC to take further action without notice or demand as provided herein, nor in any event shall any modification or waiver of the provisions of this Guarantee be effective unless in writing, nor shall any such waiver be applicable, except in the specific instance for which given.

18. This Guarantee is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State; and no defense given or allowed by the laws of any other state or country shall be interposed in any action hereon unless such defense is also given or allowed by the laws of the State of New York.

19. I hereby certify that the wording of this Guarantee is identical to the wording specified in 6 NYCRR 373-2.8(j)(6)(i), as such regulations were constituted on the day first above written.

Effective date: ____________________________________________________

_________________________________________ Name of Guarantor _________________________________________ Authorized Signature for Guarantor _________________________________________ Name of person signing _________________________________________ Address _________________________________________ Title of person signing

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known, who, being by me duly sworn, did depose and say that (s)he is of , the corporation described in and which executed the above instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that (s)he signed his/her name thereto by like order.

________________________________ Notary Public

(6) (ii) A guarantee, as specified in 373-2.8(h)(7) or 373-3.8(h)(7) of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted.

GUARANTEE FOR LIABILITY COVERAGE

(Date) (City and State)

Guarantee made this (date) by (name of guaranteeing entity), a business corporation organized under the laws of the State of (insert name of state of incorporation), (hereinafter referred to as "Guarantor"). This guarantee is made on behalf of (insert name of owner or operator) of (business address), which is (one of the following: "our subsidiary"; "a subsidiary of (name and address of common parent corporation), of which Guarantor is a subsidiary"; or "an entity with which Guarantor has a substantial business relationship, as defined in 6 NYCRR 373-2.8(b) or 373-3.8(b),") to any and all third parties who have sustained or may sustain bodily injury or property damage caused by (sudden and/or nonsudden) accidental occurrences arising from operation of the facility(ies) covered by this guarantee; and

WHEREAS, the New York State Department of Environmental Conservation (hereinafter referred to as "NYSDEC") is unwilling to issue a permit to, or otherwise authorize or approve the operation or continued operation by (insert name or owner or operator) of certain hazardous waste management facilities or facility referred to in paragraph 2 below (hereinafter referred to as the "facility(ies)"), unless NYSDEC receives a guarantee of the undersigned covering the obligations and liabilities of (insert name of owner or operator) to any and all third parties who have sustained or may sustain bodily injury or property damage caused by (sudden and/or non-sudden) accidental occurrences arising from the operation of the facilities covered by this guarantee.

NOW, THEREFORE, in consideration of these premises and of other good and valuable consideration, and in order to induce NYSDEC now, and from time to time, in its discretion, to issue permits to (insert name of owner or operator) for the ownership or operation of the hazardous waste management facility(ies) or to allow or authorize (insert name of owner or operator) to continue to conduct the operation or ownership of the hazardous waste management facility(ies), the undersigned hereby guarantees, absolutely and unconditionally, to such third parties payment of all liabilities of (insert name or owner or operator) of whatever nature, whether now existing or hereinafter incurred, and whether absolute or contingent, caused by (sudden and/or non-sudden) accidental occurrences arising from the operation of the facilities covered by this guarantee.

Recitals

The Guarantor further states as follows:

1. Guarantor meets or exceeds the financial test criteria of New York State Environmental Conservation Law, Article 27 (hereinafter referred to as "ECL Article 27") and 6 NYCRR Part 370 et seq and agrees to comply with the reporting requirements for Guarantors as specified in 6 NYCRR Part 370 et seq.

2. (Owner or operator) owns or operates the following hazardous waste management facility(ies) covered by this Guarantee: (List for each facility: EPA identification number, name and address). This guarantee satisfies NYSDEC third-party liability requirements for (insert "sudden" or "non-sudden" or "both sudden and non-sudden") accidental occurrences in above-named owner or operator facilities for coverage in the amount of (insert dollar amount) for each occurrence and (insert dollar amount) annual aggregate.

3. For value received from (owner or operator), Guarantor guarantees to any and all third parties who have sustained or may sustain bodily injury or property damage caused by (sudden and/or nonsudden) accidental occurrences, arising from operations of the facility(ies) covered by this guarantee that in the event that (owner or operator) fails to satisfy a judgment or award based on a determination of liability for bodily injury or property damage to third parties caused by (sudden and/or nonsudden) accidental occurrences, arising from the operation of the above-named facilities, or fails to pay an amount agreed to in settlement of a claim arising from or alleged to arise from such injury or damage, the Guarantor will satisfy such judgment(s), award(s), or settlement agreement(s) up to the limits of coverage identified above.

4. Such obligation does not apply to any of the following:

(a) Bodily injury or property damage for which (insert owner or operator) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that (insert owner or operator) would be obligated to pay in the absence of the contract or agreement.

(b) Any obligation of (insert owner or operator) under a workers' compensation, disability benefits, or unemployment compensation law or any similar law.

(c) Bodily injury to:

(1) An employee of (insert owner or operator) arising from, and in the course of, employment by (insert owner or operator); or

(2) The spouse, child, parent, brother or sister of that employee as a consequence of, or arising from, and in the course of employment by (insert or owner or operator). This exclusion applies:

(i) whether (insert owner or operator) may be liable as an employer or in any other capacity; and

(ii) to any obligation to share damages with or repay another person who must pay damages because of the injury to persons identified in paragraphs (1) and (2).

(d) Bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, motor vehicle or watercraft.

(e) Property damage to:

(1) any property owned, rented, or occupied by (insert owner or operator);

(2) premises that are sold, given away or abandoned by (insert owner or operator) if the property damage arises out of any part of those premises;

(3) property loaned to (insert owner or operator);

(4) personal property in the care, custody or control of (insert owner or operator);

(5) that particular part of real property on which (insert owner or operator) or any contractors or subcontractors working directly or indirectly on behalf of (insert owner or operator) are performing operations, if the property damage arises out of these operations.

5. Guarantor agrees that if, at the end of any fiscal year before termination of this Guarantee, the Guarantor fails to meet the financial test criteria, Guarantor shall send within 90 days, by certified mail, return receipt requested, notice to the Commissioner and to (owner or operator) that the Guarantor intends to provide alternate liability coverage as specified in 6 NYCRR Part 370 et seq, as applicable, in the name of (owner or operator). Within 120 days after the end of such fiscal year, the Guarantor shall establish such liability coverage unless (owner or operator) has done so.

6. The Guarantor agrees to notify the Commissioner, by certified mail, return receipt requested, of a voluntary or involuntary proceeding under Title 11 (Bankruptcy), U.S. Code, naming Guarantor as Debtor, within ten days after commencement of the proceeding.

7. Guarantor agrees that within 30 days after being notified by the Commissioner, of a determination that Guarantor no longer meets the financial test criteria or that Guarantor is disallowed from continuing as a Guarantor, the Guarantor shall establish alternate liability coverage as specified in 6 NYCRR Part 370 et seq in the name of (owner or operator), unless (owner or operator) has done so.

8. Guarantor reserves the right to modify this agreement to take into account amendment or modification of the liability requirements set by 6 NYCRR Part 370 et seq, provided that such modification shall become effective only if the Commissioner does not disapprove the modification within 30 days of receipt of notification of the modification.

9. Guarantor agrees to remain bound under this Guarantee for so long as (owner or operator) must comply with the applicable requirements of 6 NYCRR Part 370 et seq for the above-listed facility(ies), except as provided in paragraph 10 of this agreement.

10. (Insert the following language if the Guarantor is (a) a direct or higher-tier corporate parent, or (b) a firm whose parent corporation is also the parent corporation of the owner or operator):

Guarantor may terminate this guarantee by sending notice, by certified mail, return receipt requested to the Commissioner and to (owner or operator), provided that this guarantee may not be terminated unless and until (the owner or operator) obtains, and the Commissioner approves alternate liability coverage complying with 6 NYCRR Part 370 et seq.

(Insert the following language if the Guarantor is a firm qualifying as a Guarantor due to its "substantial business relationship" with the owner or operator):

Guarantor may terminate this guarantee 120 days following receipt of notification, through certified mail, return receipt requested by the Commissioner and by (the owner or operator).

11. Guarantor hereby expressly waives notice of acceptance of this guarantee by any party.

12. This Guarantee is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State; and no defense given or allowed by the laws of any other state or country shall be interposed in any action hereon unless such defense is also given or allowed by the laws of the State of New York.

13. Guarantor agrees that this guarantee is in addition to and does not affect any other responsibility or liability of the Guarantor with respect to the covered facilities.

14. This is a guarantee of payment and not of collection and the undersigned further waives any right to require that any action be brought against (insert name of owner or operator) or any other person, or to require that resort be had to any security or to any balance of any trust account, letter of credit, insurance policy, or surety bond, to the benefits of such third party.

15. Each reference herein to such third parties shall be deemed to include their respective successors and assigns, in whose favor the provisions of this Guarantee shall also enure. Each reference herein to the undersigned shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of the undersigned, all of whom shall be bound by the provisions of this Guarantee.

16. If any party hereto shall be in partnership, the agreements and obligations on the part of the undersigned herein contained shall remain in force and applicable notwithstanding any changes in the individuals composing the partnership, and the term "undersigned" shall include any altered or successive partnership, but the predecessor partnerships and their partners shall not thereby be released from any obligation or liability.

17. No delay on the part of such third parties in exercising any right hereunder, or failure to exercise the same, shall operate as a waiver of such right; no notice to or demand on the undersigned shall be deemed to be a waiver of the obligation of the undersigned or of the right of such third parties to take further action without notice or demand as provided herein, nor in any event shall any modification or waiver of the provisions of this Guarantee be effective unless in writing, nor shall any such waiver be applicable, except in the specific instances for which given.

18. The Guarantor shall satisfy a third-party liability claim only on receipt of one of the following documents:

(a) Certification from the Principal and the third-party claimant(s) that the liability claim should be paid. The certification must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Certification of Valid Claim

The undersigned, as parties, (insert Principal) and (insert name and address of third-party claimant(s)), hereby certify that the claim of bodily injury and/or property damage caused by a (sudden or nonsudden) accidental occurrence arising from operating (Principal's) hazardous waste treatment, storage, or disposal facility should be paid in the amount of $( ).

_______________________________________________ (Signatures) Principal

(Notary)

Date

_______________________________________________ (Signatures) Claimant(s)

(Notary)

Date

(b) A valid final court order establishing a judgement against the Principal for bodily injury or property damage caused by sudden or nonsudden accidental occurrences arising from the operation of the Principal's facility or group of facilities.

19. In the event of combination of this guarantee with another mechanism to meet liability requirements, this guarantee will be considered (insert "primary" or "excess") coverage.

20. I hereby certify that the wording of this guarantee is identical to the wording specified in 6 NYCRR 373-2.8(j)(6)(ii) as such regulations were constituted on the date shown immediately below.

Effective date: _____________________________________

______________________________________________________ (Name of Guarantor) (Authorized signature for Guarantor) (Name of person signing) (Address of person signing) (Title of person signing)

STATE OF :

: SS: COUNTY OF :

On this day of , 19 , before me personally came , to me known, who, being by me duly sworn, did depose and say that (s)he is of , the corporation described in and which executed the above instrument; that (s)he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by the order of the Board of Directors of said corporation; and that (s)he signed his/her name thereto by like order.

___________________________________ Notary Public

(7) A hazardous waste facility liability endorsement as required in subdivision 373-2.8(h) or 373-3.8(h) of this Part must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

HAZARDOUS WASTE FACILITY LIABILITY ENDORSEMENT

1. This endorsement certifies that the policy to which the endorsement is attached provides liability insurance covering bodily injury and property damage in connection with the Insured's obligation to demonstrate financial responsibility under 6 NYCRR Part 370 et seq. The coverage applies at (list EPA Identification Numbers, names and addresses for each facility) for (insert "sudden accidental occurrences," "nonsudden accidental occurrences," or "sudden and nonsudden accidental occurrences"; if coverage is for multiple facilities and the coverage is different for different facilities, indicate which facilities are insured for "sudden accidental occurrences," which are insured for "nonsudden accidental occurrences," and which are insured for both). The limits of liability are (insert the dollar amount of the "each occurrence" and "annual aggregate" limits of the Insurer's liability), exclusive of legal defense costs.*

2. The insurance afforded with respect to such occurrences is subject to all the terms and conditions of the policy; provided, however, that any provision of the policy inconsistent with subdivisions (a) through (f) of this paragraph 2 are hereby amended to conform with such subdivisions (a) through (f):

(a) Bankruptcy or insolvency of the Insured shall not relieve the Insurer of its obligations under the policy to which this endorsement is attached.

(b) The Insurer is liable for the payment of amounts within any deductible applicable to the policy, with the right of reimbursement from the Insured for any such payment made by the Insurer. This provision does not apply with respect to that amount of any deductible for which coverage is demonstrated by virtue of the insured satisfying the financial test for liability coverage as established by the New York State Department of Environmental Conservation (hereinafter "NYSDEC") or by the Commissioner of NYSDEC (hereinafter referred to as the "Commissioner"), and as specified in 6 NYCRR Part 370 et seq.

(c) Whenever requested by the Commissioner, the Insurer agrees to furnish to the Commissioner a signed duplicate original of the policy and all endorsements.

*If the endorsement is for an excess insurance policy, insert the following sentence: "$___________ each occurrence and $_________ annual aggregate in excess of the underlying limits of $__________ each occurrence and $__________ annual aggregate."

(d) Cancellation of this endorsement, whether by the Insurer, the Insured, a parent corporation providing insurance coverage for its subsidiary, or by a firm having an insurable interest in and obtaining liability insurance on behalf of the owner or operator of the hazardous waste management facility, will be effective only upon written notice certified mail, return receipt requested, and only after the expiration of 60 days after a copy of such written notice is received by the Commissioner.

(e) Any other termination of this endorsement will be effective only upon written notice, certified mail, return receipt requested, and only after the expiration of thirty (30) days after a copy of such written notice is received by the Commissioner.

(f) This endorsement shall be attached to and form a part of Policy No. ________ issued by (name of Insurer), herein called the Insurer, of (address of Insurer) to (name of Insured) of (address) this ______ day of ____________, 19 . The effective date of the policy is the ________ day of _______________, 19 .

I hereby certify that the wording of this endorsement is identical to the wording specified in 6 NYCRR 373-2.8(j)(7), as such regulation was constituted on the date first written, and that the Insurer is authorized by the Superintendent of the New York State Department of Insurance to conduct the business of insurance within the State of New York or is eligible to provide insurance, where applicable, as an excess or surplus lines insurer within the State of New York.

___________________________________________________________ (Signature of Authorized Representative of Insurer) (Type name)

(Title), Authorized Representative of (Name of Insurer)

(Address of Representative)

Date:

If (name of Insurer) issues this endorsement after the date that the policy takes effect, the (name of Insurer) must complete these spaces and the representative of (name of Insurer) must sign below.

Policy issued to (owner or operator of a hazardous waste management facility); Endorsement takes effect on (date); Policy No.: ( ); Endorsement number: ( )

___________________________________________________________ (Signature of Authorized Representative of Insurer) (Type name)

(Title), Authorized Representative of (Name of Insurer)

(Address of Representative)

Date:

(8) A certificate of liability insurance as required by subdivision (h) of either this section or section 373-3.8 of this Part must be worded as follows, except that the instructions in brackets are to be replaced with the relevant information with the brackets deleted:

HAZARDOUS WASTE FACILITY CERTIFICATE OF LIABILITY INSURANCE

1. (Name of Insurer), (the "Insurer"), of (address of Insurer) hereby certifies that it has issued a policy of liability insurance (the "Policy") covering bodily injury and property damage to (name of Insured), (the "Insured"), of (address of Insured) in connection with the Insured's obligation to demonstrate financial responsibility under 6 NYCRR Part 370 et seq. The coverage applies at (list EPA identification numbers, names and addresses for each facility) for (insert "sudden accidental occurrences," "nonsudden accidental occurrences," or "sudden and nonsudden accidental occurrences"; if coverage is for multiple facilities and the coverage is different for different facilities, indicate which facilities are insured for "sudden accidental occurrences," which are insured for "nonsudden accidental occurrences," and which are insured for both). The limits of liability are (insert the dollar amount of the "each occurrence" and "annual aggregate" limits of the Insurer's liability), exclusive of legal defense costs.* The coverage is provided under Policy number _________________, issued on (date).

2. The Insurer further certifies the following with respect to the insurance described in paragraph 1:

(a) Bankruptcy or insolvency of the Insured shall not relieve the Insurer of its obligations under the Policy.

(b) The Insurer is liable for the payment of amounts within any deductible applicable to the Policy, with the right of reimbursement from the Insured for any payment made by the Insurer. This provision does not apply with respect to the amount of any deductible for which coverage is demonstrated by virtue of the Insured's satisfying the financial test for liability coverage as established by the New York State Department of Environmental Conservation (hereinafter "NYSDEC") or by the Commissioner of NYSDEC (hereinafter referred to as the "Commissioner,") and as specified in 6 NYCRR Part 370 et seq.

(c) Whenever requested by the Commissioner, the Insurer agrees to furnish to the Commissioner a signed duplicate original of the Policy and all endorsements.

(d) Cancellation of the insurance, whether by the Insurer, the Insured, a parent corporation providing insurance coverage for its subsidiary, or by a firm having an insurable interest in and obtaining liability insurance on behalf of the owner or operator of the hazardous waste management facility, will be effective only upon written notice certified mail, return receipt requested, and only after the expiration of 60 days after a copy of such written notice is received by the Commissioner.

(e) Any other termination of this insurance will be effective only upon written notice, certified mail, return receipt requested, and only after the expiration of thirty (30) days after a copy of such written notice is received by the Commissioner.

I hereby certify that the wording of this instrument is identical to the wording specified in 6 NYCRR 373-2.8(j)(8) as such regulation was constituted on the date first above written, and that the Insurer is authorized by the Superintendent of the New York State Department of Insurance to conduct the business of an Insurer or is eligible to provide insurance as an excess or surplus lines insurer in the State of New York.

___________________________________________________ (Signature of Authorized Representative of Insurer) (Type name) (Title), Authorized Representative of (Name of Insurer) (Address of Representative) Date:

____________________

*If the certificate of liability insurance is for an excess insurance policy, insert the following sentence: "$_________ each occurrence and $__________ annual aggregate in excess of the underlying limits of $_______ each occurrence and $___________ annual aggregate."

(9) A letter from the chief financial officer, as specified in paragraph (h)(6) of this section or paragraph 373-3.8(h)(6) of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Letter from Chief Financial Officer

(Address to Commissioner of DEC, Attn: Division of Solid and Hazardous Materials).

I am the chief financial officer of (firm's name and address). This letter is in support of the use of the financial test to demonstrate financial responsibility for liability coverage (insert "and closure and/or post-closure care" if applicable) as specified in 6 NYCRR 373-2.8 and 373-3.8.

(Fill out the following paragraphs regarding facilities and liability coverage. If there are no facilities that belong in a particular paragraph, write "None" in the space indicated. For each facility include its EPA Identification Number, name, and address.)

The firm identified above is the owner or operator of the following facilities for which liability coverage for (insert "sudden" or "nonsudden" or "both sudden and nonsudden") accidental occurrences is being demonstrated through the financial test specified in 6 NYCRR 373-2.8 and 373-3.8: ________________________________.

The firm identified above guarantees, through the guarantee specified in 6 NYCRR 373-2.8 and 373-3.8, liability coverage for (insert "sudden" or "nonsudden" or "both sudden and nonsudden") accidental occurrences at the following facilities owned or operated by the following: ______________________________. The firm identified above is (insert one or more):

(1) the direct or higher-tier parent corporation of the owner or operator;

(2) owned by the same parent corporation as the parent corporation of the owner or operator, and receiving the following value in consideration of this guarantee ($ ); or

(3) engaged in the following substantial business relationship with the owner or operator ___________________, and receiving the following value in consideration of this guarantee ($ ). (Attach a written description of the business relationship or a copy of the contract establishing such relationship to this letter.)

For facilities not located in New York, this firm is demonstrating liability coverage for (insert "sudden" or "nonsudden" or "both sudden and nonsudden") accidental occurrences at the following facilities through the use of a test equivalent or substantially equivalent to the test specified in Subpart H of 40 CFR Parts 264 and 265 ________________________.

(If you are using the financial test to demonstrate coverage of both liability and closure and post-closure care, fill in the following five paragraphs regarding facilities and associated closure and post-closure cost estimates. If there are no facilities that belong in a particular paragraph, write "None" in the space indicated. For each facility, include its EPA identification number, name, address, and current closure and/or post-closure cost estimates. Identify each cost estimate as to whether it is for closure or post-closure care.)

1. The firm identified above owns or operates the following facilities for which financial assurance for closure or post-closure care or liability coverage is demonstrated through the financial test specified in 6 NYCRR 373-2.8 and 373-3.8. The current closure and/or post-closure cost estimates covered by the test are shown for each facility: ________________________________.

2. The firm identified above guarantees, through the guarantee specified in 6 NYCRR 373-2.8 and 373-3.8, the closure and post-closure care or liability coverage of the following facilities owned or operated by the guaranteed party. The current cost estimates for the closure or post-closure care so guaranteed are shown for each facility: __________________________.

3. For facilities not located in New York, this firm is demonstrating financial assurance for the closure or post-closure care or liability coverage of the following facilities through the use of a test equivalent or substantially equivalent to the test specified in Subpart H of 40 CFR Parts 264 and 265. The current closure or post-closure cost estimates covered by such a test are shown for each facility: ________________________________.

4. The firm identified above owns or operates the following hazardous waste management facilities for which financial assurance for closure or, if a disposal facility, post-closure care, is not demonstrated either to USEPA or New York or other states through the financial test or any other financial assurance mechanisms specified in Subpart H of 40 CFR Parts 264 and 265 or equivalent or substantially equivalent state mechanisms. The current closure and/or post-closure cost estimates not covered by such financial assurance are shown for each facility: _____________________________________.

5. This firm is the owner or operator or guarantor of the following UIC facilities for which financial assurance for plugging and abandonment is required under 40 CFR Part 144 (see 6 NYCRR 370.1(e)) and is assured through a financial test. The current closure cost estimates as required by 40 CFR 144.62 are shown for each facility: ________________________________.

This firm (insert "is required" or "is not required") to file a Form 10K with the Securities and Exchange Commission (SEC) for the latest fiscal year.

The fiscal year of this firm ends on (month, day). The figures for the following items marked with an asterisk are derived from this firm's independently audited, year-end financial statements for the latest completed fiscal year, ended (date).

(Fill in part A if you are using the financial test to demonstrate coverage only for the liability requirements.)

Part A. Liability Coverage for Accidental Occurrences.

(Fill in Alternative I if the criteria of 6 NYCRR 373-2.8(h)(6)(i) or 373-3.8(h)(6)(i) are used. Fill in Alternative II if the criteria of 6 NYCRR 373-2.8(h)(6)(ii) or 373-3.8(h)(6)(ii) are used.)

ALTERNATIVE I

1. Amount of annual aggregate liability coverage to be demonstrated $.........
*2. Current assets $.........
*3. Current liabilities $.........
4. Net working capital (line 2 minus line 3) $.........
*5. Tangible net worth $.........
*6. If less than 90% of assets are located in the U.S., give total U.S. assets $.....

....

Yes No
7. Is line 5 at least $10 million? ..... .....
8. Is line 4 at least 6 times line 1? ..... .....
9. Is line 5 at least 6 times line 1? ..... ....
*10. Are at least 90% of firm's assets located in the U.S.?
If not, complete line 11
...... .....
11. Is line 6 at least 6 times line 1? ..... .....

ALTERNATIVE II

1. Amount of annual aggregate liability coverage to be demonstrated $.........
2. Current bond rating of most recent issuance and name of rating service ..........
3. Date of issuance of bond ..........
4. Date of maturity of bond ..........
*5. Tangible net worth $.........
*6. Total assets in U.S. (required only if less than 90% of assets are located in the U.S.) $.....

......

Yes No
7. Is line 5 at least $10 million? ..... .....
8. Is line 5 at least 6 times line 1? ..... .....
*9. Are at least 90% of firm's assets located in the U.S.?
If not, complete line 10.
..... .....
10. Is line 6 at least 6 times line 1? ..... .....

(Fill in Part B if you are using the financial test to demonstrate assurance of both liability coverage and closure or post-closure care.)

Part B. Closure or Post-Closure Care and Liability Coverage.

(Fill in Alternative I if the criteria of 6 NYCRR 373-2.8(d)(5)(i)('a') or (f)(5)(i)('a') and subparagraph (h)(6)(i) are used, or if the criteria of 6 NYCRR 373-3.8(d)(5)(i)('a') or (f)(5)(i)('a') and subparagraph (h)(6)(i) are used. Fill in Alternative II if the criteria of 6 NYCRR 373-2.8(d)(5)(i)('b') or (f)(5)(i)('b') and subparagraph (h)(6)(ii) are used, or if the criteria of 6 NYCRR 373-3.8(d)(5)(i)('b') or (f)(5)(i)('b') and subparagraph (h)(6)(ii) are used.)

ALTERNATIVE I

1. Sum of current closure and post-closure cost estimates (total of all cost estimates listed above) $.........
2. Amount of annual aggregate liability coverage to be demonstrated $.........
3. Sum of lines 1 and 2 $.........
*4. Total liabilities (if any portion of your closure or post-closure cost estimate is included in your total liabilities, you may deduct that portion from this line and add that amount to lines 5 and 6) $.........
*5. Tangible net worth $.........
*6. Net worth $.........
*7. Current assets $.........
*8. Current liabilities $.........
9. Net working capital (line 7 minus line 8) $.........
*10. The sum of net income plus depreciation, depletion, and amortization $.........
*11. Total assets in U.S. (required only if less than 90% of assets are located in the U.S.) $.......

..

Yes No
12. Is line 5 at least $10 million? ..... .....
13. Is line 5 at least 6 times line 3? ..... .....
14. Is line 9 at least 6 times line 3? ..... .....
*15. Are at least 90% of assets located in the U.S.?
If not, complete line 16.
..... .....
16. Is line 11 at least 6 times line 3? ..... .....
17. Is line 4 divided by line 6 less than 2.0? ..... .....
18. Is line 10 divided by line 4 greater than 0.1? ..... .....
19. Is line 7 divided by line 8 greater than 1.5? ..... .....

ALTERNATIVE II

1. Sum or current closure and post-closure cost estimates (total of all cost estimates listed above) $.........
2. Amount of annual aggregate liability coverage to be demonstrated $.........
3. Sum of lines 1 and 2 $.........
4. Current bond rating of most recent issuance and name of rating service ..........
5. Date of issuance of bond ..........
6. Date of maturity of bond ..........
*7. Tangible net worth (if any portion of the closure or post-closure cost estimates is included in "total liabilities" on your financial statements, you may add that portion to this line) $.........
*8. Total assets in the U.S. (required only if less than 90% of assets are located in the U.S.) $.......

..

Yes No
9. Is line 7 at least $10 million? ..... .....
10. Is line 7 at least 6 times line 3? ..... .....
*11. Are at least 90% of assets located in the U.S.?
If not, complete line 12.
..... .....
12. Is line 8 at least 6 times line 3? ..... .....

I hereby certify that the wording of this letter is identical to the wording specified in 6 NYCRR 373-2.8(j)(9) as such regulations were constituted on the date shown immediately below.

____________________________________________________ (Signature)

(Name)

(Title)

(Date)

(10) A letter of credit, as specified in 373-2.8(h)(8) or 373-3.8(h)(8) of this Title, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Irrevocable Standby Letter of Credit

Name and Address of Issuing Institution

Commissioner of NYSDEC ATTN: Division of Solid & Hazardous Materials 625 Broadway Albany, NY 12233-7250

RE: Letter of Credit No. ______________

Dear Sir or Madam:

We hereby establish our Irrevocable Standby Letter of Credit No. _______________ in the favor of ("any and all third-party liability claimants" or insert name of trustee of the standby trust fund), at the request and for the account of (owner's or operator's name and address) for third-party liability awards or settlements up to (in words) U.S. dollars ($ ) per occurrence and the annual aggregate amount of (in words) U.S. dollars ($ ) for sudden accidental occurrences, exclusive of legal defense costs, and/or for third-party liability awards or settlements up to the amount of (in words) U.S. dollars ($ ) per occurrence and the annual aggregate amount of (in words) U.S. dollars ($ ) for nonsudden accidental occurrences, exclusive of legal defense costs, available upon presentation of a sight draft bearing reference to this letter of credit No. __________ and (insert the following language if the letter of credit is being used without a standby trust fund): "(1) a signed certificate reading as follows:

Certification of Valid Claim

The undersigned, as parties, (insert Principal) and (insert name and address of third-party claimant(s)), hereby certify that the claim of bodily injury (and/or) property damage caused by a (sudden or nonsudden) accidental occurrence arising from operations of (Principal's) hazardous waste treatment, storage, or disposal facility should be paid in the amount of ($ ). We hereby certify that the claim does not apply to any of the following:

(a) Bodily injury or property damage for which (insert Principal) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that (insert Principal) would be obligated to pay in the absence of the contract or agreement.

(b) Any obligation of (insert Principal) under a workers' compensation, disability benefits, or unemployment compensation law or any similar law.

(c) Bodily injury to:

(1) An employee of (insert Principal) arising from, and in the course of, employment by (insert Principal); or

(2) The spouse, child, parent, brother or sister of that employee as a consequence of, or arising from, and in the course of employment by (insert Principal).

This exclusion applies:

(i) whether (insert Principal) may be liable as an employer or in any other capacity; and

(ii) to any obligation to share damages with or repay another person who must pay damages because of the injury to persons identified in paragraphs (1) and (2).

(d) Bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, motor vehicle or watercraft.

(e) Property damage to:

(1) Any property owned, rented, or occupied by (insert principal);

(2) Premises that are sold, given away or abandoned by (insert Principal) if the property damage arises out of any part of those premises;

(3) Property loaned to (insert Principal);

(4) Personal property in the care, custody or control of (insert Principal);

(5) That particular part of real property on which (insert Principal) or any contractors or subcontractors working directly or indirectly on behalf of (insert Principal) are performing operations, if the property damage arises out of these operations.

__________________________________________ (Signature) Grantor

__________________________________________ (Signature) Claimant(s)

or (2) a valid final court order establishing a judgment against the Grantor for bodily injury or property damage caused by sudden or nonsudden accidental occurrences arising from the operation of the Grantor's facility or group of facilities."

This letter of credit is effective as of (date) and shall expire on (date at least one year later), but such expiration date shall be automatically extended for a period of (at least one year) on (date) and on each successive expiration date, unless, at least 120 days before the current expiration date, we notify you, the Commissioner of NYSDEC and (owner's or operator's name) by certified mail, return receipt requested, that we have decided not to extend this letter of credit beyond the current expiration date.

Whenever this letter of credit is drawn on under and in compliance with the terms of this credit, we shall duly honor such draft upon presentation to us.

(Insert the following language if a standby trust fund is not being used: "In the event that this letter of credit is used in combination with another mechanism for liability coverage, this letter of credit shall be considered (insert "primary" or "excess" coverage).")

We certify that the wording of this letter of credit is identical to the wording specified in 6 NYCRR 373-2.8(j)(10) as such regulations were constituted on the date shown immediately below.

This credit is subject to (insert "the most recent edition of the Uniform Customs and Practice for Documentary Credits, published and copyrighted by the International Chamber of Commerce" or "the Uniform Commercial Code").

__________________________________________________________ (Signature(s)) (Date)

__________________________________________________________ (Name(s) and Title(s) of official(s) of issuing institution)

(11) A surety bond, as specified in 373-2.8(h)(9) or 373-3.8(h)(9) of this Title, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

PAYMENT BOND

Surety Bond No. (insert number)

Parties (insert name and address of owner or operator), Principal, incorporated in (insert State of incorporation) of (insert city and State of principal place of business) and (insert name and address of surety company(ies)), Surety Company(ies), of (insert surety(ies) place of business).

EPA Identification Number, name, and address for each facility guaranteed by this bond: _____________________

Sudden accidental occurrences Nonsudden accidental occurrences
Penal Sum Per Occurrence (insert amount) (insert amount)
Annual Aggregate (insert amount) (insert amount)

Purpose: This is an agreement between the Surety(ies) and the Principal under which the Surety(ies), its (their) successors and assignees, agree to be responsible for the payment of claims against the Principal for bodily injury and/or property damage to third parties caused by ("sudden" and/or "nonsudden") accidental occurrences arising from operations of the facility or group of facilities in the sums prescribed herein, exclusive of legal defense costs; subject to the governing provisions and the following conditions.

Governing Provisions:

(1) Article 27 of the Environmental Conservation Law.

(2) Rules and regulations of the New York State Department of Environmental Conservation (DEC), particularly 6 NYCRR ("373-2.8(h)" or "373-3.8(h)") (if applicable).

Conditions:

(1) The Principal is subject to the applicable governing provisions that require the Principal to have and maintain liability coverage for bodily injury and property damage to third parties caused by ("sudden" and/or "nonsudden") accidental occurrences arising from operations of the facility or group of facilities. Such obligation does not apply to any of the following:

(a) Bodily injury or property damage for which (insert principal) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that (insert principal) would be obligated to pay in the absence of the contract or agreement.

(b) Any obligation of (insert principal) under a workers' compensation, disability benefits, or unemployment compensation law or similar law.

(c) Bodily injury to:

(i) An employee of (insert principal) arising from, and in the course of, employment by (insert principal); or

(ii) The spouse, child, parent, brother or sister of that employee as a consequence of, or arising from, and in the course of employment by (insert principal). This exclusion applies:

('a') whether (insert principal) may be liable as an employer or in any other capacity; and

('b') to any obligation to share damages with or repay another person who must pay damages because of the injury to persons identified in paragraphs (i) and (ii).

(d) Bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, motor vehicle or watercraft.

(e) Property damage to:

(i) Any property owned, rented, or occupied by (insert principal);

(ii) Premises that are sold, given away or abandoned by (insert principal) if the property damage arises out of any part of those premises;

(iii) Property loaned to (insert principal);

(iv) Personal property in the care, custody or control of (insert principal);

(v) That particular part of real property on which (insert principal) or any contractors or subcontractors working directly or indirectly on behalf of (insert principal) are performing operations, if the property damage arises out of these operations.

(2) This bond assures that the Principal will satisfy valid third party liability claims, as described in condition (1).

(3) If the Principal fails to satisfy a valid third party liability claim, as described above, the Surety(ies) becomes liable on this bond obligation.

(4) The Surety(ies) shall satisfy a third party liability claim only upon the receipt of one of the following documents:

(a) Certification from the Principal and the third party claimant(s) that the liability claim should be paid. The certification must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Certification of Valid Claim

The undersigned, as parties, (insert name of Principal) and (insert name and address of third party claimant(s)), hereby certify that the claim of bodily injury and/or property damage caused by a (sudden or nonsudden) accidental occurrence arising from operating (Principal's) hazardous waste treatment, storage, or disposal facility should be paid in the amount of $( ).

______________________________________________ (Signature) Principal

(Notary)

Date

______________________________________________ (Signature(s)) Claimant(s)

(Notary)

Date

or (b) A valid final court order establishing a judgement against the Principal for bodily injury or property damage caused by sudden or nonsudden accidental occurrences arising form the operation of the Principal's facility or group of facilities.

(5) In the event of combination of this bond with another mechanism for liability coverage, this bond will be considered (insert "primary" or "excess") coverage.

(6) The liability of the Surety(ies) shall not be discharged by any payment or succession of payments of payments hereunder, unless and until such payment or payments shall amount in the aggregate to the penal sum of the bond. In no event shall the obligation of the Surety(ies) hereunder exceed the amount of said annual aggregate penal sum, provided that the Surety(ies) furnish(es) notice to the Commissioner forthwith of all claims filed and payments made by the Surety(ies) under this bond.

(7) The Surety(ies) may cancel the bond by sending notice of cancellation by certified mail, return receipt requested, to the Principal and the Commissioner of NYSDEC, provided, however, that cancellation shall not occur during the 120 days beginning on the date of receipt of the notice of cancellation by the Principal and the Commissioner, as evidenced by the return receipts.

(8) The Principal may terminate this bond by sending written notice, by certified mail, return receipt requested, to the Surety(ies) and to the Commissioner of NYSDEC.

(9) The Surety(ies) hereby waive(s) notification of amendments to applicable laws, statutes, rules and regulations and agree(s) that no such amendment shall in any way alleviate its (their) obligation on this bond.

(10) This bond is effective from (insert date) (12:01 a.m., standard time, at the address of the Principal as stated herein) and shall continue in force until terminated as described above.

IN WITNESS WHEREOF, the Principal and Surety(ies) have executed this Bond and have affixed their seals on the date set forth above.

The persons whose signatures appear below hereby certify that they are authorized to execute this surety bond on behalf of the Principal and Surety(ies) and that the wording of this surety bond is identical to the wording specified in 6 NYCRR 373-2.8(j)(11), as such regulations were constituted on the date this bond was executed.

PRINCIPAL _____________________________________

(Signature(s)) (Name(s) and Title(s))

(Corporate Seal)

CORPORATE SURETY(IES) (Name and Address)

State of incorporation:

Liability Limit: $

_________________________________________ (Signature(s)) (Name(s) and Title(s))

(Corporate Seal)

(For every co-surety, provide signature(s), corporate seal, and other information in the same manner as for Surety above.)

Bond premium: $

(12) A trust agreement, as specified in 373-2.8(h)(10) or 373-3.8(h)(10) of this Title, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

TRUST AGREEMENT

TRUST AGREEMENT, the "Agreement," entered into as of (date) by and between (name of the owner or operator) a (name of State) (insert "corporation," "partnership," "association," or "proprietorship"), the "Grantor," and (name of corporate trustee), (insert, "incorporated in the State of" or "a national bank"), the "Trustee."

WHEREAS, the New York State Department of Environmental Conservation hereinafter referred to as ("NYSDEC") has established certain regulations applicable to the Grantor, requiring that an owner or operator of a hazardous management facility or group of facilities must demonstrate financial responsibility for bodily injury and property damage to third parties caused by sudden accidental and/or nonsudden accidental occurrences arising from operations of the facility or group of facilities.

WHEREAS, the Grantor has elected to establish a trust to assure all or part of such financial responsibility for the facilities identified herein.

WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this agreement, and the Trustee is willing to act as trustee.

NOW, THEREFORE, the Grantor and the Trustee agree as follows:

Section 1. Definitions. As used in this Agreement:

(a) The term "Grantor" means the owner or operator who enters into this Agreement and any successors or assigns of the Grantor.

(b) The term "Trustee" means the Trustee who enters into this Agreement and any successor Trustee.

(c) The term "Commissioner" means the Commissioner of the New York State Department of Environmental Conservation, or the Commissioner's duly appointed designee.

Section 2. Identification of Facilities. This agreement pertains to the facilities identified on attached schedule A (on schedule A, for each facility list the EPA Identification Number, name, and address of the facility(ies) and the amount of liability coverage, or portions thereof, if more than one instrument affords combined coverage as demonstrated by this Agreement).

Section 3. Establishment of Fund. The Grantor and the Trustee hereby establish a trust fund, hereinafter the "Fund," for the benefit of any and all third parties injured or damaged by (sudden and/or nonsudden) accidental occurrences arising from operation of the facility(ies) covered by this guarantee, in the amounts of ($ ) (up to $1 million) per occurrence and ($ ) (up to $2 million) annual aggregate for sudden accidental occurrences, exclusive of legal defense costs; and ($ ) (up to $4.5 million for each separate facility in New York) per occurrence and ($ ) (up to $9 million for each separate facility in New York) annual aggregate for nonsudden accidental occurrences, exclusive of legal defense costs, except that the Fund is not established for the benefit of third parties for the following:

(a) Bodily injury or property damage for which (insert Grantor) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that (insert Grantor) would be obligated to pay in the absence of the contract or agreement.

(b) Any obligation of (insert Grantor) under a workers' compensation, disability benefits, or unemployment compensation law or any similar law.

(c) Bodily injury to:

(1) An employee of (insert Grantor) arising from, and in the course of employment by (insert Grantor); or

(2) The spouse, child, parent, brother or sister of that employee as a consequence of, or arising from, and in the course of employment by (insert Grantor).

This exclusion applies:

(i) whether (insert Grantor) may be liable as an employer or in any other capacity; and

(ii) to any obligation to share damages with or repay another person who must pay damages because of the injury to persons identified in paragraphs (1) and (2).

(d) Bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, motor vehicle or watercraft.

(e) Property damage to:

(1) Any property owned, rented, or occupied by (insert Grantor);

(2) Premises that are sold, given away or abandoned by (insert Grantor) if the property damage arises out of any part of those premises;

(3) Property loaned to (insert Grantor);

(4) Personal property in the care, custody or control of (insert Grantor);

(5) That particular part of real property on which (insert Grantor) or any contractors or subcontractors working directly or indirectly on behalf of (insert Grantor) are performing operations, if the property damage arises out of these operations.

In the event of combination with another mechanism for liability coverage, the Fund shall be considered (insert "primary" or "excess") coverage.

The Fund is established initially as consisting of the property, which is acceptable to the Trustee, described in Schedule B attached hereto. Such property and any other property subsequently transferred to the Trustee is referred to as the Fund, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided. The Trustee shall not be responsible nor shall it undertake any responsibility for the amount or adequacy of, nor any duty to collect from the Grantor, any payments necessary to discharge any liabilities of the Grantor established by NYSDEC.

Section 4. Payment for Bodily Injury or Property Damage. The Trustee shall satisfy a third party liability claim by making payments from the Fund only upon receipt of one of the following documents:

(a) Certification from the Grantor and the third party claimant(s) that the liability claim should be paid. The certification must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Certification of Valid Claim

The undersigned, as parties, (insert Grantor) and (insert name and address of third party claimant(s)), hereby certify that the claim of bodily injury and/or property damage caused by a (sudden or nonsudden) accidental occurrence arising from operating (Grantor's) hazardous waste treatment, storage, or disposal facility should be paid in the amount of ($ ).

________________________________________ (Signatures) Grantor

________________________________________ (Signatures) Claimant(s)

(b) A valid final court order establishing a judgement against the Grantor for bodily injury or property damage caused by sudden or nonsudden accidental occurrences arising from the operation of the Grantor's facility or group of facilities.

Section 5. Payments Comprising the Fund. Payments made to the Trustee for the Fund shall consist of cash or securities acceptable to the Trustee.

Section 6. Trustee Management. The Trustee shall invest and reinvest the principal and income, in accordance with general investment policies and guidelines which the Grantor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section. In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge his or her duties with respect to the trust fund solely in the interest of the beneficiary and with the care, skill, prudence, and diligence under the circumstance then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; except that:

(a) Securities or other obligations of the Grantor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended, 15 U.S.C. 80a - 2.(a) (see 370.1(e) of this Title), shall not be acquired or held unless they are securities or other obligations of the Federal or a State government;

(b) The Trustee is authorized to invest the Fund in time or demand deposits of the Trustee, to the extent insured by an agency of the Federal or State government; and

(c) The Trustee is authorized to hold cash awaiting investment or distribution uninvested for a reasonable time and without liability for the payment of interest thereon.

Section 7. Commingling and Investment. The Trustee is expressly authorized in its discretion:

(a) To transfer from time to time any or all of the assets of the Fund to any common commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and

(b) To purchase shares in any investment company, registered under the Investment Company Act of 1940, 15 U.S.C. 80-a-1 et seq (see 370.1(e) of this Title), including one which may be created, managed, underwritten, or to which investment advice is rendered or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

Section 8. Express Powers of Trustee. Without in any way limiting the powers and discretions conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:

(a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or expediency of any such sale or other disposition;

(b) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(c) To register any securities held in the Fund in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depository with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund;

(d) To deposit any cash in the Fund in interest-bearing accounts maintained or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee, to the extent insured by an agency of the Federal or State government; and

(e) To compromise or otherwise adjust all claims in favor of or against the Fund.

Section 9. Taxes and Expenses. All taxes of any kind that may be assessed or levied against or in respect of the Fund and all brokerage commissions incurred by the Fund shall be paid from the Fund. All other expenses incurred by the Trustee in connection with the administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other proper charges and disbursements of the Trustee shall be paid from the Fund.

Section 10. Annual Valuations. The Trustee shall annually, at least 30 days prior to the anniversary date of establishment of the Fund, furnish to the Grantor and to the Commissioner of NYSDEC a statement confirming the value of the Trust. Any securities in the Fund shall be valued at market value as of no more than 60 days prior to the anniversary date of establishment of the Fund. The failure of the Grantor to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the Commissioner of NYSDEC shall constitute a conclusively binding assent by the Grantor barring the Grantor from asserting any claim or liability against the Trustee with respect to matters disclosed in the statement.

Section 11. Advice of Counsel. The Trustee may from time to time consult with counsel, who may be counsel to the Grantor with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting upon the advice of counsel.

Section 12. Trustee Compensation. The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor.

Section 13. Successor Trustee. The Trustee may resign or the Grantor may replace the Trustee, but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor trustee's acceptance of the appointment, the Trustee shall assign, transfer, and pay over to the successor trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instructions. The successor trustee shall specify the date on which it assumes administration of the trust in writing sent to the Grantor, the Commissioner and the present Trustee by certified mail 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in Section 9.

Section 14. Instructions to the Trustee. All orders, requests, and instructions by the Grantor to the Trustee shall be in writing, signed by such persons as are designated in the attached Exhibit A or such other designees as the Grantor may designate by amendments to Exhibit A. The Trustee shall be fully protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions. All orders, requests, and instructions by the Commissioner to the Trustee shall be in writing, signed by the Commissioner or the Commissioner's designee, and the Trustee shall act and shall be fully protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or NYSDEC hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or NYSDEC, except as provided for herein.

Section 15. Notice of Nonpayment. If a payment for bodily injury or property damage is made under Section 4 of this trust, the Trustee shall notify the Grantor of such payment and the amount(s) thereof within five (5) working days. The Grantor shall, on or before the anniversary date of the establishment of the Fund following such notice, either make payments to the Trustee in amounts sufficient to cause the trust to return to its value immediately prior to the payment of claims under Section 4, or shall provide written proof to the Trustee that other financial assurance for liability coverage has been obtained equalling the amount necessary to return the trust to its value prior to the payment of claims. If the Grantor does not either make payments to the Trustee or provide the Trustee with such proof, the Trustee shall within 10 working days after the anniversary date of the establishment of the Fund provide a written notice of nonpayment to the Commissioner.

Section 16. Amendment of Agreement. This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee, and the Commissioner, or by the Trustee and the Commissioner if the Grantor ceases to exist.

Section 17. Irrevocability and Termination. Subject to the right of the parties to amend this Agreement as provided in Section 16, this Trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee, and the Commissioner, or by the Trustee and the Commissioner, if the Grantor ceases to exist. Upon termination of the Trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor.

The Commissioner will agree to termination of the Trust when the owner or operator substitutes alternate financial assurance as specified in section 373-2.8 or 373-3.8.

Section 18. Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor or the Commissioner issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.

Section 19. Choice of Law. This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.

Section 20. Interpretation. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their respective officers duly authorized and their corporate seals to be hereunto affixed and attested as of the date first above written. The parties below certify that the wording of this Agreement is identical to the wording specified in 6 NYCRR 373-2.8(j)(12) as such regulations were constituted on the date first above written.

_________________________________________ (Signature of Grantor) (Title)

Attest:

(Seal)

_________________________________________ (Signature of Trustee) (Title)

Attest:

(Seal)

(ACKNOWLEDGEMENT BY TRUSTEE, IF A BANK)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the banking institution described in and which executed the within Trust Fund Agreement; and that (s)he signed his/her name thereto by authority of such banking institution.

_____________________________ Notary Public

(ACKNOWLEDGEMENT BY TRUSTEE, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement, that (s)he knows the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order.

______________________________ Notary Public

(ACKNOWLEDGEMENT BY GRANTOR/OWNER OPERATOR, UNLESS IT BE A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known and known to me to be the person(s) described in and who executed the within Trust Fund Agreement; and acknowledged that (s)he executed the same.

_____________________________ Notary Public

(ACKNOWLEDGEMENT BY GRANTOR/OWNER OPERATOR, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement; that (s)he knows the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order.

_____________________________ Notary Public

(13) A standby trust agreement, as specified in 373-2.8(h) or 373-3.8(h) of this Part, must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

STANDBY TRUST AGREEMENT

Trust Agreement, the "Agreement," entered into as of (date) by and between (name of the owner or operator) a (name of a State) (insert "corporation," "partnership," "association," or "proprietorship"), the "Grantor," and (name of corporate trustee), (insert, "incorporated in the State of ______________" or "a national bank"), the "Trustee."

Whereas, the New York State Department of Environmental Conservation, an agency of the New York State government, has established certain regulations applicable to the Grantor, requiring that an owner or operator of a hazardous waste management facility or group of facilities must demonstrate financial responsibility for bodily injury and property damage to third parties caused by sudden and/or nonsudden accidental occurrences arising from operations of the facility or group of facilities.

Whereas, the Grantor has elected to establish a standby trust into which the proceeds from a letter of credit may be deposited to assure all or part of such financial responsibility for the facilities identified herein.

Whereas, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this agreement, and the Trustee is willing to act as trustee.

Now, therefore, the Grantor and the Trustee agree as follows:

Section 1. Definitions. As used in this Agreement:

(a) The term "Grantor" means the owner or operator who enters into this Agreement and any successors or assigns of the Grantor.

(b) The term "Trustee" means the Trustee who enters into this Agreement and any successor Trustee.

(c) The term "Commissioner" means the Commissioner of the New York State Department of Environmental Conservation or the Commissioner's duly appointed designee. Section 2. Identification of Facilities. This agreement pertains to the facilities identified on attached schedule A (on schedule A, for each facility list the EPA Identification Number, name, and address of the facility(ies) and the amount of liability coverage, or portions thereof, if more than one instrument affords combined coverage as demonstrated by this Agreement).

Section 3. Establishment of Fund. The Grantor and the Trustee hereby establish a standby trust fund, hereafter the "Fund," for the benefit of any and all third parties injured or damaged by (sudden and/or nonsudden) accidental occurrences arising from operation of the facility(ies) covered by this guarantee, in the amounts of __________ (up to $1 million) per occurrence and __________ (up to $2 million) annual aggregate for sudden accidental occurrences, exclusive of legal defense costs, and __________ (up to $4.5 million for each separate facility in New York) per occurrence and __________ (up to $9 million for each separate facility in New York) annual aggregate for nonsudden accidental occurrences, exclusive of legal defense costs, except that the Fund is not established for the benefit of third parties for the following:

(a) Bodily injury or property damage for which (insert Grantor) is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that (insert Grantor) would be obligated to pay in the absence of the contract or agreement.

(b) Any obligation of (insert Grantor) under a workers' compensation, disability benefits, or unemployment compensation law or any similar law.

(c) Bodily injury to:

(1) An employee of (insert Grantor) arising from, and in the course of, employment by (insert Grantor); or

(2) The spouse, child, parent, brother or sister of that employee as a consequence of, or arising from, and in the course of employment by (insert Grantor).

This exclusion applies:

(i) whether (insert Grantor) may be liable as an employer or in any other capacity; and

(ii) to any obligation to share damages with or repay another person who must pay damages because of the injury to persons identified in paragraphs (1) and (2).

(d) Bodily injury or property damage arising out of the ownership, maintenance, use, or entrustment to others of any aircraft, motor vehicle or watercraft.

(e) Property damage to:

(1) Any property owned, rented, or occupied by (insert Grantor);

(2) Premises that are sold, given away or abandoned by (insert Grantor) if the property damage arises out of any part of those premises;

(3) Property loaned by (insert Grantor);

(4) Personal property in the care, custody or control of (insert Grantor);

(5) That particular part of real property on which (insert Grantor) or any contractors or subcontractors working directly or indirectly on behalf of (insert Grantor) are performing operations, if the property damage arises out of these operations.

In the event of combination with another mechanism for liability coverage, the fund shall be considered (insert "primary" or "excess") coverage.

The Fund is established initially as consisting of the proceeds of the letter of credit deposited into the Fund. Such proceeds and any other property subsequently transferred to the Trustee is referred to as the Fund, together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST, as hereinafter provided. The Trustee shall not be responsible nor shall it undertake any responsibility for the amount or adequacy of, nor any duty to collect from the Grantor, any payments necessary to discharge any liabilities of the Grantor established by the New York State Department of Environmental Conservation.

Section 4. Payment for Bodily Injury or Property Damage. The Trustee shall satisfy a third-party liability claim by drawing on the letter of credit described in Schedule B and by making payments from the Fund only upon receipt of one of the following documents:

(a) Certification from the Grantor and the third-party claimant(s) that the liability claim should be paid. The certification must be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted:

Certification of Valid Claim

The undersigned, as parties (insert Grantor) and (insert name and address of third-party claimant(s)), hereby certify that the claim of bodily injury and/or property damage caused by a (sudden or nonsudden) accidental occurrence arising from operating (Grantor's) hazardous waste treatment, storage, or disposal facility should be paid in the amount of $( ).

________________________________________ (Signature) Grantor

________________________________________ (Signatures) Claimant(s)

(b) A valid final court order establishing a judgment against the Grantor for bodily injury or property damage caused by sudden or nonsudden accidental occurrences arising from the operation of the Grantor's facility or group of facilities.

Section 5. Payments Comprising the Fund. Payments made to the Trustee for the Fund shall consist of the proceeds from the letter of credit drawn upon by the Trustee in accordance with the requirements of 6 NYCRR 373-2.8(j)(10) and Section 4 of this Agreement.

Section 6. Trustee Management. The Trustee shall invest and reinvest the principal and income, in accordance with general investment policies and guidelines which the Grantor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section. In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge his or her duties with respect to the trust fund solely in the interest of the beneficiary and with the care, skill, prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; except that:

(a) Securities or other obligations of the Grantor, or any other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended, 15 U.S.C. 80a-2(a), shall not be acquired or held, unless they are securities or other obligations of the Federal or a State government;

(b) The Trustee is authorized to invest the Fund in time or demand deposits of the Trustee, to the extent insured by an agency of the Federal or a State government; and

(c) The Trustee is authorized to hold cash awaiting investment or distribution uninvested for a reasonable time and without liability for the payment of interest thereon.

Section 7. Commingling and Investment. The Trustee is expressly authorized in its discretion:

(a) To transfer from time to time any or all of the assets of the Fund to any common, commingled, or collective trust fund created by the Trustee in which the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and

(b) To purchase shares in any investment company registered under the Investment Company Act of 1940, 15 U.S.C. 80a-1 et seq, including one which may be created, managed, underwritten, or to which investment advice is rendered or the shares of which are sold by the Trustee. The Trustee may vote such shares in its discretion.

Section 8. Express Powers of Trustee. Without in any way limiting the powers and discretions conferred upon the Trustee by the other provisions of this Agreement or by law, the Trustee is expressly authorized and empowered:

(a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale. No person dealing with the Trustee shall be bound to see to the application of the purchase money or to inquire into the validity or expediency of any such sale or other disposition;

(b) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;

(c) To register any securities held in the Fund in its own name or in the name of a nominee and to hold any security in bearer form or in book entry, or to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary capacities, or to deposit or arrange for the deposit of such securities in a qualified central depositary even though, when so deposited, such securities may be merged and held in bulk in the name of the nominee of such depositary with other securities deposited therein by another person, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or instrumentality thereof, with a Federal Reserve Bank, but the books and records of the Trustee shall at all times show that all such securities are part of the Fund;

(d) To deposit any cash in the Fund in interest-bearing accounts maintained or savings certificates issued by the Trustee, in its separate corporate capacity, or in any other banking institution affiliated with the Trustee, to the extent insured by an agency of the Federal or State government; and

(e) To compromise or otherwise adjust all claims in favor of or against the Fund.

Section 9. Taxes and Expenses. All taxes of any kind that may be assessed or levied against or in respect of the Fund and all brokerage commissions incurred by the Fund shall be paid from the Fund. All other expenses incurred by the Trustee in connection with the administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other proper charges and disbursements to the Trustee shall be paid from the Fund.

Section 10. Advice of Counsel. The Trustee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as to the construction of this Agreement or any action to be taken hereunder. The Trustee shall be fully protected, to the extent permitted by law, in acting upon the advice of counsel.

Section 11. Trustee Compensation. The Trustee shall be entitled to reasonable compensation for its services as agreed upon in writing from time to time with the Grantor.

Section 12. Successor Trustee. The Trustee may resign or the Grantor may replace the Trustee, but such resignation or replacement shall not be effective until the Grantor has appointed a successor trustee and this successor accepts the appointment. The successor trustee shall have the same powers and duties as those conferred upon the Trustee hereunder. Upon the successor trustee's acceptance of the appointment the Trustee shall assign, transfer, and pay over to the successor trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee or for instructions. The successor trustee shall specify the date on which it assumes administration of the trust in a writing sent to the Grantor, the Commissioner and the present Trustee by certified mail, return receipt requested, 10 days before such change becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in Section 9.

Section 13. Instructions to the Trustee. All orders, requests, certifications of valid claims, and instructions to the Trustee shall be in writing, signed by such persons as are designated in the attached Exhibit A or such other designees as the Grantor may designate by amendments to Exhibit A. The Trustee shall be fully protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the Commissioner hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or the Commissioner, except as provided for herein.

Section 14. Amendment of Agreement. This Agreement may be amended by an instrument in writing executed by the Grantor, the Trustee, and the Commissioner, or by the Trustee and the Commissioner if the Grantor ceases to exist.

Section 15. Irrevocability and Termination. Subject to the right of the parties to amend this Agreement as provided in Section 14, this Trust shall be irrevocable and shall continue until terminated at the written agreement of the Grantor, the Trustee, and the Commissioner, or by the Trustee and the Commissioner, if the Grantor ceases to exist. Upon termination of the Trust, all remaining trust property, less final trust administration expenses, shall be paid to the Grantor.

The Commissioner will agree to termination of the Trust when the owner or operator substitutes and the Commissioner approves alternative financial assurance as specified in section 373-2.8 or 373-3.8.

Section 16. Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in good faith, in the administration of this Trust, or in carrying out any directions by the Grantor and the Commissioner issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the Trust Fund, or both, from and against any personal liability to which the Trustee may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor fails to provide such defense.

Section 17. Choice of Law. This Agreement shall be administered, construed, and enforced according to the laws of the State of New York.

Section 18. Interpretation. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation of the legal efficacy of this Agreement.

In Witness Whereof the parties have caused this Agreement to be executed by their respective officers duly authorized and their corporate seals to be hereunto affixed and attested as of the date first above written. The parties below certify that the wording of this Agreement is identical to the wording specified in 6 NYCRR 373-2.8(j)(13) as such regulations were constituted on the date first above written.

___________________________________________________ (Signature of Grantor) (Title)

Attest:

(Title)
(Seal)

___________________________________________________ (Signature of Trustee)

Attest:

(Title)
(Seal)

The following are examples of the certification of acknowledgement which must accompany the trust agreement for a standby trust fund as specified in 6 NYCRR 373-2.8(h)(8) or 373-3.8(h)(8) of this Part.

(ACKNOWLEDGEMENT BY TRUSTEE, IF A BANK)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the banking institution described in and which executed the within Trust Fund Agreement; and that (s)he signed his/her name thereto by authority of such banking institution.

___________________________ Notary Public

(ACKNOWLEDGEMENT BY TRUSTEE, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement, that (s)he knows the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order.

___________________________ Notary Public

(ACKNOWLEDGEMENT BY GRANTOR/OWNER OPERATOR, UNLESS IT BE A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of , 19 , before me personally came to me known and known to me to be the person(s) described in and who executed the within Trust Fund Agreement; and acknowledged that (s)he executed the same.

___________________________ Notary Public

(ACKNOWLEDGEMENT BY GRANTOR/OWNER OPERATOR, IF A CORPORATION)

STATE OF :

: SS.: COUNTY OF :

On this day of 19 , before me personally came to me known who, by me duly sworn, did depose and say that (s)he resides in ; that (s)he is the of , the corporation described in and which executed the within Trust Agreement; that (s)he knows the seal of said corporation; that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that (s)he signed his/her name thereto by like order.

____________________________ Notary Public