agreement on exchange of land and easements

AGREEMENT ON THE EXCHANGE OF LAND AND EASEMENTS

This Agreement on the Exchange of Land and Easements is made

this day of November, 1993 by and among KIN-BUG/ INC., a New

Jersey corporation with its principal office in care of Transtech

Industries, Inc., 200 Centennial .Avenue, Piscataway, New Jersey

08855 (hereinafter "KB"), PILCREST REALTY, INC., a New Jersey

corporation with its principal office in care of Transtech

Industries, Inc., 200 Centennial Avenue, Piscataway, New Jersey

08855 (hereinafter "Filcrest"), SCA SERVICES, INC., a New Jersey

corporation with its principal office in care of Waste Management

of North America, Inc., 3003 Butterfield Road, Oak Brook,

Illinois 60521 (hereinafter "SCA") and THE TOWNSHIP OP EDISON, a

municipality with an address at 100 Municipal Boulevard, Edison,

New Jersey 08817 (hereinafter the "Township").

WHEREAS, KB and SCA require access to and easements over

certain lands owned by the Township in order to carry out the

remediation of the Kin-Buc Landfill at Meadow Road in Edison, New

Jersey required to be undertaken by them, Filcrest and others

under orders of the United States Environmental Protection Agency

(hereinafter the "EPA"); and

WHEREAS, the Township requires access to and easements over

certain lands owned by Filcrest in order to carry out the closure

of the Township's landfill which is adjacent to the Kin-Buc

Landfill; and

OO3 0147

WHEREAS, the Township is willing to grant to KB and SCA such

access and easements provided (a) KB take title to certain

Township property to be enclosed by a containment wall around the

Kin-Buc Landfill; (b) Filcrest convey title to certain property

to the Township and grant the Township certain access rights and

easements over other property; and (c) KB and SCA pave an

extension of Meadow Road over certain property owned by Filcrest

to the Township's landfill; and

WHEREAS, KB, Filcrest and SCA are willing to do so, on the

following terms and conditions;

NOW, THEREFORE, in consideration of the mutual covenants and

agreements contained herein, the parties hereto agree as follows:

1. Grant of access and easements by the Township. Subject

to the terms and conditions hereof, at the closing of the

transactions contemplated herein (hereinafter the "Closing"), the

Township will:

(a) grant to KB and SCA all those rights of access and

use of Township property provided for in the Access

Agreement attached hereto as Exhibit A (hereinafter the

"Access Agreement") on all the terms and conditions for

such access and use which are set forth in the Access

Agreement;

(b) grant to KB that easement for an underground

pipeline on and over Township property provided for in

the Easement for Underground Pipeline attached hereto

as Exhibit B (hereinafter "the Pipeline Easement"); and

(c) grant to KB that easement for an underground water

line on and over Township property provided for in the

Easement for Underground Water Line attached hereto as

Exhibit C (hereinafter the "Water Line Easement").

2. Convevance of land enclosed by the slurry wall to KB.

Within a reasonable time after the construction of a slurry wall

around the Kin-Buc Landfill is completed and an "as-built" survey

of the perimeter of such wall is prepared, the Township will

convey to KB all those tracts or portions of tracts of Township

property which are either (a) contained within the outside

boundary of such slurry wall, or (b) contained within a perimeter

described as a distance of some feet from the outside boundary of

such slurry wall, such distance constituting a buffer zone around

the outside boundary of such slurry wall, as the EPA may require

under orders mandating the remediation of the Kin-Buc Landfill

(hereinafter for such land to be conveyed to KB, the "Enclosed

Land"). The approximate position of the slurry wall is set forth

on a not-to-scale tax map attached hereto as Exhibit D. The

actual location of the slurry wall may vary, as the EPA may

require under orders mandating the remediation of the Kin-Buc

Landfill.

The title to be conveyed shall be good and marketable title,

subject to all liens and encumbrances of record (except for

judgment liens and other liens forecloseable in satisfaction of a

debt or other monetary obligation other than the lien of property

taxes not yet due and payable). Title shall be conveyed by deed

containing a warranty only against the Township's own acts. To

the extent the Enclosed Land constitutes portions of tax lots,

then the Township will obtain, at its sole cost and expense, all

subdivision approvals which may be required for the conveyance of

such portions.

The description of the Enclosed Land to be used in the deed

shall be derived from the "as-built" surveys of the slurry wall

which KB's general contractor is obligated to provide under its

contract with KB. Under that contract, the "as-built" survey of

the slurry wall is not required to be monumented. The cost of

additional survey work or monumenting which the Township may

require will be borne by the Township.

Realty transfer fees imposed on the transfer of title to the

Enclosed Land to KB shall be paid by the Township.

From and after the transfer of title of the Enclosed Land to

KB hereunder, the rights of access and use of the Enclosed Land

which were granted to KB under the Access Agreement shall merge

into the fee; however, such rights to the Enclosed Land which

were granted to SCA and other permittees under the Access

Agreement shall survive and continue in full force and effect.

Similarly, the rights of access and use of the other Township

Land identified in the Access Agreement (including, but not

limited to the portions of the divided tax lots remaining to the

Township after the Enclosed Land is conveyed to KB hereunder)

which were granted to KB, SCA and the other permittees under the

Access Agreement shall continue in full force and effect.

4

The Enclosed Land shall be conveyed to KB as is, with all

faults and defects, latent or patent, and without warranty of any

kind, other than the warranty of title identified above.

3. Transfer of title to two lots owned bv Filcrest. At the

Closing, and subject to the terms and conditions hereof, Filcrest

shall convey to the Township all of Lots 26 and 31, Block 400 as

shown on the Tax Map of the Township of Edison, Middlesex County,

New Jersey (hereinafter the "Filcrest Waterfront Lots"), less and

except and reserving to itself, its successors and assigns, a

permanent easement on, over and under so much of Lot 26, Block

400, as may be necessary to afford it both access to and use of

the siphon to the Middlesex County Utilities Authority which is

situated on such lot, and the right to make improvements or

changes to the siphoning machinery and equipment both above and

below the ground which may be necessary or appropriate for its

use of the siphon.

The title to be conveyed shall be good and marketable title,

subject to all liens and encumbrances of record (except for

judgment liens and other liens forecloseable in satisfaction of a

debt or other monetary obligation other than the lien of property

taxes not yet due and payable). Title shall be conveyed by deed

containing a warranty only against Filcrest's own acts.

The legal description to be used in the deed to the Township

shall be the tax lot and block reference, and no survey of the

Realty transfer fees imposed on the transfer of title to the

Filcrest Waterfront Lots to the Township shall be paid by the

Township.

The Filcrest Waterfront Lots shall be conveyed to the

Township as is, with all faults and defects, latent or patent,

and without warranty of any kind, other than the warranty of

title identified above.

4. Extension of Meadow Road. From and after the Closing

and until the expiration of the period of construction of the

slurry wall and the other improvements to be constructed at

Operable Unit 1 of the Kin-Buc Landfill, KB and SCA will be

responsible for repairing and maintaining the extension of Meadow

Road to Lot 4, Block 400 to existing standards, coordinating the

timing of repairs with the construction schedule for such

Operable Unit 1.

Further, at the expiration of the period of construction of

the slurry wall and the other improvements to be constructed at

Operable Unit 1 of the Kin-Buc Landfill, KB and SCA will pave the

unpaved extension of Meadow Road over Lot 18, Block 366-B and

Lots 2-A, 4, 5, 7 and 9 to the entrance to the Township's

landfill. This pavement will consist of at least four (4) inches

of stone, a stabilized base to NJDOT I 1 specifications, two (2)

inches of binder to NJDOT I 4 specifications and a topcoat.

5. Easements and access rights over Filcrest property.

Upon the Township's written request, Filcrest will give the

Township whatever reasonable rights of access to and easements on

or under Lots 4, 5, 6, 7 and 9, Block 400, as shown on the Tax

Map of the Township of Edison, Middlesex County, New Jersey

(hereinafter the "Filcrest Access Rights Lots"), which the

Township may require to implement an approved plan of closure of

the Township's landfill, such access rights to be granted on

substantially the same terms and conditions as the Access

Agreement and such easements to be granted on substantially the

same terms and conditions as the Water Line Easement.

Any surveying or planning work that is required to be done

in connection with the grant of such access rights or easements

shall be done by the Township at its sole cost and expense.

Documents granting such access rights or easements shall be

prepared by counsel to the Township, for Filcrest's review and

approval, at the Township's sole cost and expense.

6. The Closing. The Closing shall take place on the date

an ordinance of the Township Council authorizing the transactions

contemplated herein is effective. At the Closing, the following

shall take place:

(a) the Township shall execute and deliver to KB and

SCA the Access Agreement, the Pipeline Easement and the

Water Line Easement; and

(b) Filcrest shall execute and deliver to the Township

a deed of the Filcrest Waterfront Lots, together with

an affidavit of consideration in a form acceptable to

Filcrest and the Township.

The Closing shall take place at 10:00 a.m. at the offices of

the Township at 200 Municipal Boulevard, Edison, New Jersey.

7. Executory obligations survive the Closing. The

executory obligations of the parties hereto contained herein

shall survive the Closing and shall continue to bind and inure to

the benefit of the parties until all executory obligations

hereunder are performed. The executory obligations hereunder are

the following:

(a) the obligation on the part of the Township to

convey title to the Enclosed Land to KB, and the

obligation on the part of KB to take title to the

Enclosed Land, pursuant to Paragraph 2 hereof;

(b) the obligation on the part of KB and SCA to

maintain the extension of Meadow Road and to pave the

unpaved portion of such extension pursuant to Paragraph

4 hereof; and

(c) the obligation on the part of Filcrest to grant to

the Township access rights and easements to, on or

under the Filcrest Access Rights Lots pursuant to

Paragraph 5 hereof.

8

A default by any party in the performance of its executory

obligations hereunder shall constitute a failure of

consideration, relieving the non-defaulting party of further

obligations hereunder and giving rise to a right to rescission as

to the non-executory transactions theretofore closed, the

consideration for each and every one of the transactions

contemplated herein being the performance of all of the

transactions according to the terms of this Agreement.

8. Condition precedent to obligations of KB. SCA and

Filcrest. The obligations of KB, SCA and Filcrest hereunder are

conditioned upon the passage of an Ordinance of the Township

Council authorizing the transactions contemplated herein by no

later than November 23, 1993 and the effectiveness of such

authorization by no later than November 25, 1993. TIME IS OF THE

ESSENCE of the obligations of KB, SCA and Filcrest hereunder.

9. Risk of loss. No damage to the Enclosed Land or the

Filcrest Waterfront Lots by fire or other casualty occurring

prior to the Closing shall excuse any party's performance under

this Agreement.

10. Proration of taxes. All real estate taxes and other

assessments against the Enclosed Land and the Filcrest Waterfront

Lots shall be prorated between KB and the Township and Filcrest

and the Township, respectively, on and as the date of the closing

of title to such land.

11. Expenses. Except as otherwise provided herein, each

party will pay the expenses incurred by it under or in connection

with this Agreement, including counsel fees and expenses of its

representatives.

12. Notices. All notices required or permitted to be given

hereunder shall be in writing and shall be deemed to have been

given when mailed, by certified mail, and addressed as follows:

If to the Township: Township of Edison100 Municipal BoulevardEdison, New Jersey 08817

with a copy to: Township AttorneyTownship of Edison100 Municipal BoulevardEdison, New Jersey 08817

If to KB or Filcrest: Kin-Buc, Inc. orFilcrest Realty, Inc.c/o Transtech Industries, Inc.200 Centennial AvenuePiscataway, New Jersey 08855-1321

If to SCA: SCA Services, Inc.Waste Management of North America, Inc.3003 Butterfield RoadOak Brook, Illinois 60521

13. Entire agreement. This Agreement contains the entire

agreement among the parties with respect to the transactions

contemplated herein and supersedes and replaces all

understandings and agreements, oral or in writing, formal or

informal, between the parties as to the subject matter hereof.

14. Assignment. None of the parties may assign this

Agreement or any rights hereunder to any person without the prior

written consent of all parties, which consent may be withheld for

any reason. No consent will be required if Filcrest wishes to

10

transfer title to the Filcrest Waterfront Lots to its parent or

an affiliate, which would, in turn, assume all of Filcrest's

obligations hereunder with respect to the Filcrest Waterfront

Lots.

15. Modification. No change, alteration, amendment,

modification or waiver of any of the terms or provisions hereof

shall be valid or binding upon the parties hereto unless the same

shall be in writing and signed by all of the parties hereto.

16. Binding nature. This Agreement shall be binding upon

and shall inure to the benefit of the parties hereto and their

respective successors and permitted assigns.

17. Governing law. This Agreement and the transactions

contemplated herein shall be interpreted, governed and enforced

in accordance with the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties have duly executed this

Agreement as of the day and year first above written.

KIN-BUG, INC.

By:.Robert V. Silva, President

ATTEST:

Andrew J. Mayer, Jr., Secretary

[Corporate Seal]

11

FXLCREST REALTY, INC,

By:Robert V. Silva, President

ATTEST:


8CA SERVICES, INC,

By:.

Title:

ATTEST:

Secretary

[Corporate Seal]

THE TOWNSHIP OF EDISON

By:.

Title:

ATTEST:

12

EXHIBIT A TO AGREEMENT ON THE EXCHANGE

ACCESS AGREEMENT

LAND AND EASEMENTS

/OSThis ACCESS AGREEMENT is made this day of , 1993 by and

among KIN-BOC, IMC., a New Jersey corporation with its principal

office in care of Transtech Industries, Inc., 200 Centennial

Avenue, Piscataway, New Jersey 08855-1321, SCA SERVICES, INC., a

New Jersey corporation with its principal office in care of Waste

Management of North America, Inc., 3003 Butterfield Road, Oak

Brook, Illinois 60521 and TEE TOWNSHIP OF EDISON, a municipality

with an address at 100 Municipal Boulevard, Edison, New Jersey

08817 (hereinafter the "Owner").

WHEREAS, the United States Environmental Protection Agency

has issued certain orders to Kin-Buc, Inc., SCA Services, Inc. and

others under Section 106 of the Comprehensive Environmental

Response, Compensation and Liability Act, as amended ("CERCLA"),

requiring Kin-Buc, Inc., SCA Services, Inc. and the others named

in those orders to undertake certain environmental remedial

response activities at the Kin-Buc Landfill Superfund Site in

Edison, New Jersey (hereinafter the "Site"); and

WHEREAS, the Site consists primarily of all or portions of

the land in Lot 3-A, Block 376 and Lots 3-B, 3-C, 4, 5, 6 and 7,

Block 400, as shown on the Tax Map of the Township of Edison,

Middlesex County, New Jersey; and

WHEREAS, to perform the remedial response activities required

under the orders of the United States Environmental Protection

Agency, access to land adjacent to the Site is necessary; and

WHEREAS, the Owner owns land adjacent to the Site and is

willing to provide access over the same for the purposes and on

the terms and conditions hereinafter set forth;

Prtp*r*d by:

McrUym C. Frtund, Esq.An attorney »t l«u fnthe Stit* of Hw J«r»«y

NOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF ACCESS RIGHTS.

The Owner HEREBY GRANTS to KIN-BUC, INC. and SCA SERVICES,

INC., their respective successors and assigns and their officers,

employees, agents, contractors and subcontractors, severally

(hereinafter the "Private Permittees") and to the UNITED STATES

ENVIRONMENTAL PROTECTION AGENCY and the NEW JERSEY DEPARTMENT OF

ENVIRONMENTAL PROTECTION AND ENERGY and their respective employees,

agents, contractors and subcontractors, severally (hereinafter the

"Governmental Permittees") (hereinafter, for the Private Permittees

and the Governmental Permitteesf collectively,

a RIGHT OF ACCESS to and over all those tracts and parcels of land

described as follows:

Block

366-B400M

nnnnnnnn

tat182 -A3-B810121619333435

Approximateacreage in lot

2.004.209.803.302.80

4.003.152.50

Block Lot

400 36" 38" 40

41424850535758

Approximateacreage in lot

1.004.002.80

)} 6.68

2.50

)) 4.50

all of the foregoing lots and blocks being as shown on the Tax

Map of the Township of Edison, and all such land being in the

Township of Edison, County of Middlesex and State of New Jersey

(hereinafter, for all the land identified above, the "Property"),

FOR ALL PURPOSES related to the performance of remedial response

activities at or surrounding the Site which are required to be

performed under an Amended Administrative Order of the United

States Environmental Protection Agency dated September 21, 1990,

Index No. II-CERCLA-00114, recorded in the Office of the

Middlesex County Clerk in Deed Book 3882, page 169 et sea.. an

Administrative Order of the United States Environmental

Protection Agency dated November 19, 1992, Index No. II-CERCLA-

93-0101, recorded in the Office of the Middlesex County Clerk in

Deed Book 4025, page 0678 gt seq.. and all other orders of the

United States Environmental Protection Agency or the New Jersey

Department of Environmental Protection and Energy in the matterof the Site which amend, supplement or supersede such orders

(hereinafter, for such orders, the "Orders"), UNTIL all such

remedial response activities required under the Orders shall have

been completed to the satisfaction of the United States

Environmental Protection Agency and the New Jersey Department of

Environmental Protection and Energy.Such right of access shall include, but shall not be limited

to the right to enter uponAthje. Property, on foot or with such

vehicles, machinery and equipment which the Permittees reasonably

deem necessary or appropriate for the performance of remedial

response activities under the Orders, as frequently and at all

such times as the Permittees reasonably deem necessary or

appropriate for the performance of such activities. It shall

also include, but shall not be limited to the right to move

freely about/she Property and to park such vehicles and store

such machinery and equipment on the Property for such periods as

the Permittees reasonably deem necessary or appropriate for the

performance of such activities.

2. GRANT O7 RIGHTS OP USE OF THE PROPERTY.

The Owner HEREBY GRANTS to the Permittees the RIGHT TO USE

the Property to conduct tests on, and to gather information about

the Property, to collect soil samples on the Property and to

install groundwater monitoring wells on the Property during the

term of this Access Agreement, all as Permittees reasonably deem

necessary or appropriate for the performance of remedial response

activities under the Orders, .as frequently and at all such times

as the Permittees reasonably deem necessary or appropriate for

the performance of such activities, provided that if the Private

Permittees use the Property hereunder, they shall restore the

KBC OO3 0161

4

1• c

AS.

Property as close as reasonably possible to the same condition in

which it was at the time of the commencement of their use, it

being understood, however, that the United States Environmental

Protection Agency and the New Jersey Department of Environmental

Protection and Energy may require monitoring wells to remain in

place for a period of years after the completion of remedial

response activities required under the Orders, in which case, the

right to use the Property for the purposes granted hereunder

shall continue during such period, and the continued existence of

such wells shall not constitute a violation of this obligation to

restore.

A3. IKFORXATIOH ABOUT THE PROPERTY.

The Owner shall provide the Private Permittees with all the

information it may have concerning underground utilities,

underground storage tanks or other underground obstructions on

\-M\£\& the Property, including maps or drawings locating the same,

MrOt — within thirty (30) days of the execution of this Access

Agreement.

A4. VOTICE TO USERS OF THE PROPERTY.

The Owner shall give all tenants, licensees or other users

of the Property notice of the existence of this Access Agreement

and the rights of access and use granted to Permittees hereunder.

The Owner shall neither make, nor permit others to make use of

the Property in such a manner as may interfere with or hinder the

Permittees' access or use of the Property hereunder.

yl5. NOTICE TO PERMITTEES OF ACTIVITY OH THE PROPERTY.

The Owner shall give the Permittees at least thirty (30)

days advance notice of any activity to be undertaken on the

Property by the Owner or any tenant, licensee or other user

thereof which may interrupt or hinder, in any way, the

Permittees' access to or use of the Property hereunder or affect

the location of Permittees' vehicles, machinery and equipment on

the Property or the location or integrity of any groundwater

monitoring wells on the Property.

/6. NOTICE OF DAMAGE.

The Owner agrees to notify the Permittees of the existence

of any damage to any groundwater monitoring wells on the Property

or to any of the Permittees'vehicles, machinery or equipment on

the Property if, and as soon as practicable after, the Owner

becomes aware of any such damage.

AT. NOTICE OF ACTIVITIES ON THE LAND.

The Private Permittees will use their best efforts to notify

the Owner of any activity on the Property which would interfere,

delay, prohibit or cause revisions to the current application for

closure of the Owner's Landfill now pending before the New Jersey

Department of Environmental Protection and Energy. To keep the

Owner advised of activities on the Property, the Private

Permittees will hold a meeting with the Owner's representative

once a month during the period of construction activities on the

Property, on the same day of each month as established by

agreement of the parties. The Owner acknowledges that the

Private Permittees have no knowledge of the terms of the Owner's

application for closure, and, therefore, no understanding of how

the Private Permittees' activities on the Property might affect

such application. Therefore, at such monthly meeting Tithe

Private Permittees shall describe, in reasonable detail, the

construction activities in the upcoming month, and it shall be

the Owner's obligation to inform the Private Permittees of the

effect on its application for closure that such activities might

have. The holding of such monthly meeting shall not relieve the

Owner or the Private Permittees of a duty _to_npjbif y tb* °"

a timely basis of developments which may ocsur__durj.ng_ intervals —

etween scheduled meetings.

J». GRANT OF RIGHTS OF ACCESS AND USE TO RUN WITH THE LAND.

The Owner agrees that, in the event of any conveyance by

Owner, its successors and assigns, of an interest in or to the

Property or any portion thereof, the Owner will convey such

interest so as to insure Permittees' continued rights of access

to and use of the Property or any such portion hereunder, and

that any such conveyance shall restrict the use of the Propertyor any such portion so that such use will not interfere with or

hinder, in any way, the Permittees' continued access to and use

of the Property or any such portion hereunder. The Owner shall

notify the parties involved in any such conveyance of theexistence and the terms and conditions of this Access Agreement,and shall give the Permittees notice of a proposed conveyance atleast thirty (30) days prior to the closing thereof.

This Access Agreement shall be recorded in the deed recordsof the Middlesex County Clerk, and the obligations created

hereunder shall be binding upon the Owner and its successors in

interest to the Property, whether or not such successors ininterest had actual notice of the existence of this AccessAgreement or the Owner failed to give the notices required underthis Paragraph.

A*. HOLD HARMLESS.

The Private Permittees and their respective successors and

assigns shall defend and hold the Owner and its successors and

assigns harmless from and against any and all claims, liability,loss, damages, cost and expense, including reasonable attorneys'fees (hereinafter "Claims") brought against, suffered or incurredby the Owner, its successor and assigns, on account of bodilyinjury, or death, or damage to property resulting from or arisingout of the Private Permittees' activities upon or use of the

Property pursuant to this Access Agreement, except to the extent

such Claims arise from the negligence or intentional misconductof the Owner, its successor or assigns or its or their employeesor agents.

Nothing herein shall be construed to extend to the Owner anindemnification against any loss in value of the Property itself,including, but not limited to any loss in value occasioned by theperformance of the remedial response activities on or from theProperty pursuant to the rights of access and use hereby granted,

or to nodify, reduce or alter, in any way, any of the

liabilities, obligations, duties and rights of the Private

Permittees or the Owner with respect to claims that now exist or\

may exist in the future under any and all federal and state

environmental statutes or laws, including but not limited to

CERCIA. ——————

//10. NO LIMITATION OF STATUTORY OR REGULATORY AUTHORITY.

Nothing herein is intended or shall be construed to limit

whatever authority the Permittees may have under federal, state

or local environmental or other laws or regulations to obtain

rights of access and use of the Property in connection with the

performance of remedial response activities at the Site.

NOTICES.

All notices required or permitted to be given hereunder

shall be in writing and shall be deemed to have been given when

mailed, by certified mail, and addressed as follows:

If to the Owner:

with a copy to:

If to the PrivatePermittees:

and

Township of Edison100 Municipal BoulevardEdison, New Jersey 08817

'Township AttorneyTownship of Edison100 Municipal BoulevardEdison, New Jersey 08817

Kin-Buc, Inc.c/o Transtech Industries, Inc.200 Centennial AvenuePiscataway, New Jersey 08855-1321

SCA Services, Inc.c/o Baste Management of North America,

Inc.3003 Butterfield RoadOak Brook, Illinois 60521

A 12. ENTIRE AGREEMENT.

This Access Agreement constitutes the entire agreement

between the parties concerning the subject matter hereof, and may

not be amended, supplemented or terminated except by a writing

signed by both parties. At the expiration of all of the

Permittees rights hereunder, and upon the Owner's request, the

Permittees shall sign and record an instrument evidencing such

expiration.

GOVERNING LAW.

This Access Agreement shall be governed by and construed

under the laws of the State of New Jersey.

IN WITNESS WHEREOF, the undersigned have executed this

Access Agreement on and as of the date first written above.

TOWNSHIP OF EDISON

By:_______________________________

Title:______________________

ATTEST:

[Seal]

KIN-BUC, INC.

By:.Robert V. Silva, President

ATTEST:


[Corporate Seal]

SCA SERVICES, INC.

By:__

Title:

ATTEST:

Secretary

[Corporate Seal]

STATE 07 NEW JERSEY )COUNTY OF MIDDLESEX )

I CERTIFY that on the date set forth below, personally canebefore me ___________________, and this person acknowledgedunder oath, to my satisfaction, that this person is the ______________________ of THE TOWNSHIP OF EDISON, the municipalitynamed as the Owner herein; this person is the attesting witnessto the signing of this instrument by the proper representative,who is ________________________, the ________________of such municipality; this instrument was signed and delivered bythis municipality as its voluntary act duly authorized by allproper municipal action; this person knows the proper seal of themunicipality which was affixed hereto; and this person signedthis proof to attest to the truth of these facts.

[Signature of attesting witness]

Signed and sworn to before m*on , 1993.

[Notarial Seal]

STATE OF NEW JERSEY )COUNTY OF MIDDLESEX )

I CERTIFY that on the date set forth below, personally camebefore me ANDREW J. MAYER, JR., and this person acknowledgedunder oath, to my satisfaction, that this person is the Secretaryof KIN-BUC, INC., the corporation named herein; this person isthe attesting witness to the signing of this instrument by theproper corporate officer, who is ROBERT V. SILVA, the PRESIDENTof the corporation; this instrument was signed and delivered bythe corporation as its voluntary act duly authorized by a properresolution by its board of directors; this person knows theproper seal of the corporation which was affixed hereto; and thisperson signed this proof to attest to the truth of these facts.


Signed and sworn to before meon , 1993.

[Notarial Seal]

STATE 07COUNTY OF

X CBRTirv that on the date set forth below, personally canebefore me ___________________, and this person acknowledgedunder oath, to my satisfaction, that this person is the Secretaryof SCA SERVICES, INC., the corporation named herein; this personis the attesting witness to the signing of this instrument by theproper corporate officer, who is _______________________,the _______________ of the corporation; this instrument wassigned and delivered by the corporation as its voluntary act dulyauthorized by a proper resolution by its board of directors; thisperson knows the proper seal of the corporation which was affixedhereto; and this person signed this proof to attest to the truthof these facts.


Signed and sworn to before ••on , 1993.

[Notarial Seal]

10

EXHIBIT B TO AGREEMENT ON THE EXCHANGE OF IAND AND EASEMENTS

-*.

BASEMENT FOR UNDERGROUND PIPELINE

THIS EASEMENT is granted this day of , 1993 by

THE TOWNSHIP OF EDISON, a municipality with an address at 100

Municipal Boulevard, Edison, New Jersey 08817 (hereinafter the

"Owner") to KIN-BUC, INC., a New Jersey corporation with its

principal office in care of Transtech Industries, Inc., 200

Centennial Avenue, Piscataway, New Jersey 08855-1321. /\


has issued certain orders to Kin-Buc, Inc., SCA Services, Inc.

and others under Section 106 of the Comprehensive Environmental




response activities, including the construction of a groundwater

treatment plant and pipelines connecting the plant to a

designated point of discharge, at the Kin-Buc Landfill Superfund

Site in Edison, New Jersey (hereinafter the "Site"); and





WHEREAS, in the performance of the remedial response

activities required under the orders of the United States

Environmental Protection Agency, an underground pipeline from the

treatment plant on the Site to the point of discharge of the

treated groundwater, will have to be constructed on portions of

the owner's lands adjacent to the Site;

Prepared by:

NtrUym C. Freund, Etq.An attorney at law in the State of Mew Jersey

WHEREAS, the Owner is willing to permit this pipeline to be

constructed on its property on the terms and conditions

hereinafter set forth;

MOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree

as follows:

1. ORAMT OF PERMANENT EASEMENT.

The Owner HEREBY GRANTS tc/KIN-BUC. INC.. its successors and

assigns (hereinafter the "Grantee"), AN EASEMENT, in perpetuity,

in, on and under all those tracts and parcels of land in Block

400, Lots 10, 12, 16 and 19 in the Township of Edison, Middlesex

County, New Jersey, as shown on the Tax Map of such municipality

(hereinafter the "Property"), TO CONSTRUCT, MAINTAIN AND OPERATE,

on and under the Property A PIPELINE for the transmission of

treated groundwater from a treatment plant to be located on

adjacent or neighboring property to the point of discharge of

such groundwater, TOGETHER with all necessary or appropriate

appurtenances thereto, including, but not limited to meters and

pumping stations, whether above or below the ground, such

pipeline to be of whatever size, configuration or design as may

be required, or as the Grantee reasonably deems necessary or

appropriate to be constructed in connection with or related to

the performance of all the remedial response activities required

to be performed under an Amended Administrative Order of the

United States Environmental Protection Agency dated September 21,

1990, Index No. II-CERCLA-00114, recorded in the Office of the

Middlesex County Clerk in Deed Book 3882, page 169 et seq.. an




Deed Book 4025, page 0678 et seq.. and all other orders of the


Department of Environmental Protection and Energy in the matter

of the Site which amend, supplement or supersede such orders

(hereinafter, for such orders, the "Orders").

2. FURTHER IDENTIFICATION OF PROPERTY AFFECTED.

The exact location and dimensions of the easement hereby

granted shall be determined by the Grantee according to the

requirements of the Orders and the specifications of the

treatment plant. When the location and dimensions are

determined, the Grantee shall execute and record an instrument

amending this Easement which specifically identifies the

centerline of the underground pipeline and number of feet from

such centerline as to which this easement shall apply. In

identifying the pipeline and the easement, this instrument may

refer to recorded plats or maps, rather contain a metes and

bounds description of the easement. Until such location and

dimensions are so identified, the Grantee shall have the right to

locate, construct, operate and maintain such pipeline and

appurtenances on or under any portion of the Property. After

such location and dimensions are identified, however, the Grantee

shall have an easement on and over only those identified portions

of the Property. _______

3. PROXIMITY OF IMPROVEMENTS TO OWNER'S LANDFILL.

The Grantee recognizes that the pipeline and its

appurtenances to be constructed on and over the Property will bein close proximity to the Owner's landfill, and that the Owner's

activities at its landfill, including the work of closing the

landfill, must not be impeded by the construction or the locati< npf such pipeline and this easement. The Grantee shall cooperati

with the Owner so as to assure that its activities on the|ieasement hereby granted do not interfere with the Owner'sactivities on its landfill.

s\ 4. RIGHTS APPURTENANT TO SUCH EASEMENT.

The Owner also grants to the Grantee such rights to use the

Property, during the construction of the pipeline and

appurtenances, and from time to time during any necessary repairs

or maintenance work on such pipeline or appurtenances, to store

machinery and equipment, materials, fill, rock or other

substances to be used in such construction, repairs or

maintenance,jto enter and bring onto the Property, as frequently

3 KBC 01.71

as the Grantee reasonably deems necessary, such vehicles and

heavy equipment, including trucks and backhoes, as may be

required to perform all such construction, repairs ormaintenance, and to perform inspections and eonduefe any Qthai-——

activities which the Grantee is required to perform under the

Orders. When the exact location and dimensions of the easement

hereby granted are determined, the Grantee will use its best

efforts to confine the area upon which it will perform such

construction, repairs and maintenance and store such machinery,

equipment, materials, fill rock and other substances to be used

therein, to the area described in such easement or within 100

feet of the centerline thereof, using additional adjacent

property only when necessary.

—— 5. HOLD HARMLESS AND OBLIGATION TO RESTORE.

This Easement is being granted to the Grantee simultaneously

with the execution by the Owner and the Grantee and SCA Services,

Inc. (the latter being therein referred to as the "Private

Permittees") of an Access Agreement of even date herewith. In

that Access Agreement, the Private Permittees have agreed to

defend and indemnify the Owner against certain claims arising

from the Private Permittees' activities on the property

identified in that Agreement, which includes, but is not limited

to the Property. In addition, in that Agreement, the Private

Permittees have agreed to restore such property, including the

Property as provided therein.

" 6. NOTICE TO USERS OF TEE PROPERTY.


of the Property notice of the existence of this Easement and the

rights granted to the Grantee hereunder. The Owner shall neither

make, nor permit others to make use of the Property in such a

manner as may interfere with or disturb the construction,

operation or maintenance of the pipeline and its appurtenances on

or under the Property.

003 0172

7. HO LIMITATION OF STATUTORY OR REGULATORY AUTHORITY.


whatever authority the Grantee may have under federal, state or

local environmental or other lavs or regulations to obtain rights

of access and use of the Property in connection with the



Access Agreement on and as of the date first written above.

TOWNSHIP OF EDISON

By:_Title:

ATTEST:

[Seal]


X CERTIFY that on the date set forth below, personally camebefore me ___________________, and this person acknowledgedunder oath, to my satisfaction, that this person is the

of THE TOWNSHIP OF EDISON, the municipalitynamed as the Owner herein; this person is the attesting witnessto the signing of this instrument by the proper representative,who is ________________________, the ________________of such municipality; this instrument was signed and delivered bythis municipality as its voluntary act duly authorized by allproper municipal action; this person knows the proper seal of themunicipality which was affixed hereto; and this person signedthis proof to attest to the truth of these facts.


Signed and sworn to before ••OB , 1993.

[Notarial Seal]

EXHIBIT C TO AGREEMENT ON THE EXCHANGE OF LAND AND EASEMEKTS

BASEMENT FOR UNDERGROUND WATER LINE

THIS EASEMENT is granted this day of , 1993 by

THE TOWNSHIP OF EDISON, a municipality with an address at 100

Municipal Boulevard, Edison, New Jersey 08817 (hereinafter the

"Owner") to KIN-BUG, INC., a New Jersey corporation with its

principal office in care of Transtech Industries, Inc., 200

Centennial Avenue, Piscataway, New Jersey 08855-1321. /\


has issued certain orders to Kin-Buc, Inc., SCA Services, Inc.

and others under Section 106 of the Comprehensive Environmental




response activities at the Kin-Buc Landfill Superfund site in

Edison, New Jersey (hereinafter the "Site"); and





WHEREAS, one of the remedial response activities which the

United States Environmental Protection Agency has ordered to be

undertaken at the Site includes the construction of a leachate

treatment plant on Lot 9, Block 400, as shown on the Tax Map of

the Township of Edison, Middlesex County, New Jersey; and

WHEREAS, to operate the leachate treatment plant in the

performance of the remedial response activities required under

the orders of the United States Environmental Protection Agency,

an underground water line must be constructed from a source of

water to the leachate treatment plant; and

Prepared by:

Nartlyim C. fremd. Esq.An attorney at IM In the State of New Jertey

WHEREAS, a portion of this underground water line will have

to be constructed on the Owner's lands, and the Owner is willing

to permit this line to be constructed on its property on the

terms and conditions hereinafter set forth;

MOW, THEREFORE, in consideration of the foregoing and for

other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree

as follows:

1. GRANT OF PERMANENT EASEMENT.

The Owner HEREBY GRANTS to^KIN-BUG, INC., its successors and^AKIN-BUG, INC., rassigns (hereinafter the "Grantee"), AN EASEMENT, in perpetuity,

w-_ ' "* " ' ———~ '

in, on and under all of the tracts and parcels of land known as

Block 366-B, Lot 18 and Block 400, Lot 2-A, in the Township of

Edison, Middlesex County, New Jersey, as shown on the Tax Map of

such municipality (hereinafter, for both of the above identified

lots, the "Property"), TO CONSTRUCT, MAINTAIN AND OPERATE, on and

under the Property A HATER LINE for the transmission of water to

a leachate treatment plant to be located on Block 400, Lot 9 in

the Township of Edison, Middlesex County, New Jersey, as shown on

the Tax Map of such municipality, TOGETHER WITH all necessary or

appropriate appurtenances thereto, including, but not limited to

meters and pumping stations, whether above or below the ground,

such water line to be of whatever size, configuration or design

as may be required, or as the Grantee reasonably deems necessary

or appropriate to be constructed in connection with or related to

the performance of all the remedial response activities required

to be performed under an Amended Administrative Order of the

United States Environmental Protection Agency dated September 21,

1990, Index No. II-CERCLA-00114, recorded in the Office of the

Middlesex County Clerk in Deed Book 3882, page 169 et sea.. an




Deed Book 4025, page 0678 et sea.. and all other orders of the


Department of Environmental Protection and Energy in the matter

of the Site which amend, supplement or supersede such orders

(hereinafter, for such orders, the "Orders").

2. FURTHER IDENTIFICATION OF PROPERTY AFFECTED.

The exact location and dimensions of the easement hereby

granted shall be determined by the Grantee according to the

requirements of the Orders and the specifications of the leachate

treatment plant and the water line. When the location and

dimensions are determined, the Grantee shall execute and record

an instrument amending this Easement which specifically

identifies the centerline of the underground water line and the

number of feet from such centerline as to which this easement

shall apply. In identifying the water line and the easement,

this instrument may refer to recorded plats or maps, rather than

contain a metes and bounds description of the easement. Until

such location and dimensions are so identified, the Grantee shall

have the right to locate, construct, operate and maintain such

water line and appurtenances on or under any portion of the

Property. After such location and dimensions are identified,

however, the Grantee shall have an easement on and over only

those identified portions of the Property.

3. RIGHTS APPURTENANT TO SUCH EASEMENT.

The Owner also grants to the Grantee such rights to use the

Property, during the construction of the water line and

appurtenances, and thereafter from time to time during any

necessary repairs or maintenance work on such water line or

appurtenances, to store machinery and equipment, materials, fill,

rock or other substances to be used in such construction, repairs

or maintenance,Ato enter and bring onto the Property, as

frequently as the Grantee reasonably deems necessary, such

vehicles and heavy equipment, including trucks and backhoes, as

may be required to perform all such construction, repairs or

maintenance, and to perform inspections and conduct any other

activities which the Grantee is required to perform under the

Orders. When the exact location and dimensions of the easement

hereby granted are determined, the Grantee will use its best

3

efforts to confine the area upon which it will perform such

construction, repairs and maintenance and store such machinery,

equipment, materials, fill rock and other substances to be used

therein, to the area described in such easement or within 100

feet of the centerline thereof, using additional adjacent

property only when necessary.

4. ACCESS TO BOAT RAMP SHALL MOT BE CUT OFF.

Notwithstanding any other provision in this Easement to the

contrary, at no time in the use or enjoyment of the rights herein

granted may access to the boat ramp at the Owner's boat basin be

denied or impeded, except that, to the extent deemed reasonably

necessary by the Grantee, the Grantee may block a portion of such

access, up to one-half of the area of such access, from time to

time, temporarily, during construction activities, as frequently

i and for so long as the Grantee deems reasonably necessary.V—==^-.--— ——-

/ 5. HOLD HARMLESS AMD OBLIGATION TO RESTORE.i/ This Easement is being granted to the Grantee simultaneously

/'' with the execution by the Owner and the Grantee and SCA Services,

i Inc. (the latter being therein referred to as the "Private

Permittees") of an Access Agreement of even date herewith. In

that Access Agreement, the Private Permittees have agreed to

defend and indemnify the Owner against certain claims arising

from the Private Permittees' activities on the property

identified in that Agreement, which includes, but is not limited

to the Property. In addition, in that Agreement, the Private

Permittees have agreed to restore such property, including the

, Property as provided therein. _____ -

6. NOTICE TO USERS OF THE PROPERTY.


of the Property notice of the existence of this Easement and the

rights granted to Grantee hereunder. The Owner shall neither

make, nor permit others to make use of the Property in such a

manner as may interfere with or disturb the construction,

operation or maintenance of the water line and its appurtenances

on or under the Property.

7. MO LIMITATION OF STATUTORY OR REGULATORY AUTHORITY.


whatever authority the Grantee may have under federal, state or

local environmental or other laws or regulations to obtain rights

of access and use of the Property in connection with the



Easement on and as of the date first written above.

TOWNSHIP 07 EDISON

By:__

Title:

ATTEST:

[Seal]


I CERTIFY that on the date set forth below, personally camebefore me ___________________, and this person acknowledgedunder oath, to my satisfaction, that this person is the_______________ of THE TOWNSHIP OF EDISON, the municipalitynamed as the Owner herein; this person is the attesting witnessto the signing of this instrument by the proper representative,whois ________________________, the ________________ ofsuch municipality; this instrument was signed and delivered bythis municipality as its voluntary act duly authorized by allproper municipal action; this person knows the proper seal of themunicipality which was affixed hereto; and this person signedthis proof to attest to the truth of these facts.


Signed and sworn to before meon , 1993.