To:

Through:

From:

Date:

Subject:

Agency of Natural Resources Department of Environmental Conservation

Waste Management Division West Building 802-241-3888

MEMORANDUM

Laura Pelosi, Commissioner, Department ofEnviromnental C~nservation 0 P. Howard Flanders, Director, Waste Management DivisioJ1. '1u I George Desch, Chief, Sites Management Section ~, 1

Patricia Coppolino, Environmental Analyst, Sites Mana~ment Section

September 16, 2008

Certificate of Completion, BCIC/JARD Redevelopment of Contaminated Properties Program

I have attached the Certificate of Completion for the BCIC/JARD project which is in the Redevelopment of Contaminated Properties Program (RCPP). The project entailed sampling of surface soils and sediment for Volatile Organic Compounds, semi Volatile Organic Compounds, Metals and Polychlorinated Biphenyl's. Minimal contamination was present on the property, a restriction to residential development and a requirement to notify the DEC if additional redevelopment will happen on the eastern portion of the property will be recorded in the land records with the COC. The property is in a commercially zoned area in Bennington and is scheduled to taken via tax sale by the Town of Bennington and redeveloped into a Town Garage.

This document is the DEC's official certification that the project is complete and that the enviromnentalliability protection afforded by the RCPP under §6615A is in effect once it has been recorded. Please review it and sign it if it is acceptable to you. Please contact me at your convenience if you would like me to make changes to the certificate or if you would like to discuss it.

~VERMONT

State ofVennont AGENCYOFNATURALRESOURCES Deparbnent of Environmental Conservation Waste Management Division 103 South Main Street(West Building Waterbury, Vf 05671-0404 (802) 241·3883 FAX (802) 241-3296 patricia.coonolino@state.vt.us

September 18, 2008 TOWN OF BENNINGTON ATTN: STUART HURD ToWN MANAGER 205 SOUTH STREET POBox 469 BENNINGTON, VT 05201

Re: BCIC/JARD Certificate of Completion Bennington, VT SMS# 2007-3684

Dear Mr. Hurd:

It is with pleasure that I am sending you the enclosed Certificate of Completion for the BCIC/JARD project on Bowen Road in Bennington, VT. With this the project is now closed.

Please have the certificate recorded in the Town of Bennington land records for the property and send back a copy of the date, book, and page number for our records. Once the copy is returned the State of Vermont will return the remainder of the $5,000 oversight fee.

If! can be of assistance, please contact me at (802) 241-3967 or patricia.coppolino@state.vt.us

Sincerely,

Patricia Coppolino, Site Manager Sites Management Section Brownfields Response Program

Enclosure: Certificate of Completion, BCIC/JARD Site #2007-3684

CC: Don Einhorn, VTDEC ( electonicaly, no end) Matt Chapman, VTANR (electronicaly, no encl)

Regional Offices - Barre/Essex Jct./Rutland/Springfield/St. Johnsbury

~

•

To:

Through:

From:

Date:

Subject:

Agency of Natural Resources Department of Environmental Conservation

Waste Management Division West Building 802-241-3888

MEMORANDUM

Patricia Coppolino, Environmental Analyst, Sites Mana

September 16, 2008

Certificate of Completion, BCIC/JARD Redevelopment of Contaminated Properties Program

I have attached the Certificate of Completion for the BCIC/JARD project which is in the Redevelopment of Contaminated Properties Program (RCPP). The project entailed sampling of surface soils and sediment for Volatile Organic Compounds, semi Volatile Organic Compounds, Metals and Polychlorinated Biphenyl's. Minimal contamination was present on the property, a restriction to residential development and a requirement to notify the DEC if additional redevelopment will happen on the eastern portion of the property will be recorded in the land records with the COC. The property is in a commercially zoned area in Bennington and is scheduled to taken via tax sale by the Town of Bennington and redeveloped into a Town Garage.

This document is the DEC's official certification that the project is complete and that the environmental liability protection afforded by the RCPP under §6615A is in effect once it has been recorded. Please review it and sign it if it is acceptable to you. Please contact me at your convenience if you would like me to make changes to the certificate or if you would like to discuss it.

~VERMONT

State ofVermont Depa~entofEnvko~entalConservatlon Waste Management Division 103 South Main Street/West Building Waterbury, Vf 05671-0404 (802) 241-33491 FAX (802) 241-3296 patricia.coppolino@state. vt. us

Certificate of Completion

BCIC/JARD SMS# 20073684

AGENCYOFNATURALRESOURCES

Site History .................................................................................................................................................... 1 Site Investigation and Remedial Activities .................................................................................................. . 1 History and Ownership of the Site in the Redevelopment of Contaminated Properties Program ................. 2 Corrective Action .......................................................................................................................................... 3 Land Use Restriction ..................................................................................................................................... 2 Certificate of Completion .............................................................................................................................. 3

Site History

The Site is an approximately 22 acre lot located on Bowen Road in Bennington, Vermont. Based on a review of the title, the JARD Company is the current Property Title holder; Bennington County Industrial Corporation (BCIC) is the current mortgage holder. The Site is undeveloped and is transected by a utility line (electrical and communications) that provides power to the Mountain View trailer park and the community. Access to the Site is limited to a right-of-way that runs north to south along the western property border from Bowen Road.

The Site is surrounded by industrial, state-owned and mixed residential properties: north of the Site is a State of Vermont Agency of Transportation (VT AOT) highway garage and single family residential properties; east of the Site is a I 00-unit residential trailer park; west of the Site is the Former J ARD Company manufacturing site (location of former building); the Roaring Branch of the Walloomsac River flows east to west along the southern border of the property.

There are currently no structures on the property. The Site consists of undeveloped mixed hard and soft woods and scrub. Along the southern border of the property, forming the northern bank of the Roaring Branch of the Walloomsac River is a constructed earthen levee.

The Site is currently used only for unsupervised/trespass recreation by local youths. As such, there are several intersecting all terrain vehicle (A TV) trails and bootleg camps across the property.

Regional Offices- Barre/Essex Jct./Rutland/Springfield/St. Johnsbury

According to BCIC and Town of Bennington staff, the Site has never been developed. Past uses of the Site may have included light agriculture or logging.

Site Investigation and Remedial Activities

Several investigations at the BCIC/JARD property have been conducted. The following contaminants of concern, their locations, and corrective action are identified:

Location Contaminant of Concern Corrective Action

Eastern property Polycyclic Aromatic No residential development approved for this area. IF

border (SYI, Hydrocarbons (PAHs), and redevelopment in this area occurs in the future the DEC must SY2,DRA)

Lead be notified.

(see attached exhibit A, sample location map for locations)

JARD Transect Soils (JT- designated sample) Contaminants of concern (COCs) were not detected at concentrations greater than respective Region IX Preliminary Remediation Goals (PRGs). Low level di(2-ethylhexyl) phthalate (DEHP) contamination in JARD Transect soils may be indicative of deposition of DEHP contaminated fugitive dust from the former JARD Site. Polycyclic Aromatic Hydrocarbon (P AH) contamination is likely due to wind deposition of combustion byproducts from nearby sources. DEHP contamination may, however, also be the result of laboratory or field sampling practices. As no other DEHP contamination was observed in Site samples, it is more probable that observed concentrations are indicative of in situ conditions. No further investigations are proposed for this AOC.

Salvage Yard Transect (July 2007 results) (SY-designated sample) The majority of samples collected from test pits along the parcel boundary adjacent to the former salvage yard were less than their relevant PRGs for each contaminant of concern. SY-1, however, contained elevated levels of both PAHs and lead. Lead was detected at a concentration of 7,510 parts per million (ppm) which is above the region IX PRG for both residential and industrial locations (400 ppm and 800 ppm, respectively). Debris within this test pit is indicative of land filling of various household and salvage yard operational wastes. Exceedance of P AHs suggests that automotive fluids may have been disposed in this area or that ash produced from burning

. wastes or fossil fuels may have been buried in this area. Exceedance of lead in soil suggests burial of lead-related wastes such as lead-based paints or automotive battery fluids. (May 2008 Results) One PAH, benzo(a)pyrene, was present at concentrations above the EPA Region IX Residential PRG of 62 ug/kg over approximately 0.9 acres of the Site near the eastern property line. The highest PAH result was I ,400 uglkg, while the majority of the others were below the EPA Region IX Industrial PRG of210 uglkg. Elevated levels of lead were less widespread, and were only found to be present above the EPA Region IX Residential PRG of 400 mg/kg at one location where buried building debris was also encountered (at both depths at the location C2).

2 Regional Offices- Barre/Essex Jct./Rutland/Springfield/St. Johnsbury

History and Ownership of the Site in the Redevelopment of Contaminated Properties Program

The Town of Bennington was accepted into the Redevelopment of Contaminated Properties Program on January 23, 2007. The Town will be taking the property through tax sale in 2008. The Certificate of Completion will be issued to the Town before ownership of the parcel has occurred.

Corrective Action

A corrective Action Plan was not needed for this property. Restricted use of the northeastern portion of the property is the recommended remedial option for the site. This document serves as a notice regarding soil contamination remaining on the site.

Description of Property Subject to the Certificate of Completion

This Certificate of Completion for the former BCIC/JARD site, SMS# 20073684 is situated on lands and premises owned by JARD, Inc with the mortgage held by BCIC. The property subject to the Certificate of Completion is detailed in the Agreement to Assign Promissory Notes, Mortgage Deeds and "Right of First Refusal" document dated 15 September 2006 and attachments which are recorded in Book 384, Page 82, Book 384, Page 84 and Book 0-228, Page 129 of the Town of Bennington Land Records, as more particularly described in the attached exhibit B.

Land Use Restriction

This property is not authorized to be used as residential property. If any additional redevelopment is to occur on the property in the eastern portion of the property and as noted in the attached maps (exhibit A) the DEC must be notified.

Certificate of Completion

The rights, obligations, covenants, and restrictions granted in this Certificate of Completion shall run with the land, and any portion thereof, and shall be binding on the the Agency of Natural Resources and successor Agency, and shall inure to the benefit of the Town of Bennington and its authorized representatives, successors and assigns. All required assessment has been completed at this site and no further work is required. As required by the Program, this Certificate of Completion should be recorded in the Bennington Land Records for this property. Once

plete, the r ection from liability provided in 10 V.S.A. §6615a is in effect.

Date: ftJ(o Y

Department of Environmental Conservation

3 Regional Offices- Barre/EssexJct./Rutland/Springfield/St. Johnsbury

Exhibit A

Regional Offices - Barre/Essex Jct.jRutlandjSpringfield/St. Johnsbury

.-?& Power Line

• Drum Location

[!] Concrete Vault

-+ Surface Soil Locations

0 S.S. Pair 1 Coverage

® S.S. Pair 2 Coverage

® S.S. Pair 3 Coverage

0 S.S. Pair 4 Coverage

0 S.S. Pair 5 Coverage

0 S.S. Pair 6 Coverage

o Test Pits

,......... Right of way

~-..~ Trails

- Town highway

- Private Road

CJ Site Boundaries

LJ Town Parcel Boundaries

"'

Figure 2: Site Map and Sample Investigation Locations Bowen Road BClC Property, Bennington, Vermont

"'""'''· U>G> "'P"V"f"'K Shoo" a! 1-l"><•l<. >OOl HAIP lmagooy. V.nnontC"'t"lot Geog"phk lnfum,.bon, C;ty ol8...,;n!I'Dn §!;: STONE ENVIRONMENTAL INC

Exhibit B

Regional Offices- Barre/EssexJct./Rutland/Springfield/St. Johnsbury

RECEIVED JAN I 1 2007

WMD AGREEMENT TO ASSIGN PROMISSORY NOTES.

MORTGAGE DEEDS AND "RIGHT OF FIRST REFUSAL"

The parties to this Agreement, dated this !6 day of September 2006, are the

BENNINGTON COUNTY INDUSTRIAL CORPORATION ("BCIC"), a Vermont industrial

development corporation with a principal place of business in Bennington, County of

Bennington and State of Vermont, and the TOWN OF BENNINGTON (the "Town"), a

Vermont municipality located in the County of Bennington.

A. BCIC is the assignee of two promissory notes made by JARD Company, Inc. (the JARD

Notes") and originally held by the Chittenden Bank. The first note is dated June 22, 1979 and

the second note is dated September 1·9, 1984. Both notes are secured by a commercial

mortgage (the "JARD Site Mortgage"). The mortgaged real property is located on Bowen

Road, Bennington, Vermont and known as the "JARD Site." The JARD Site Mortgage was

recorded in Book 0-228 Page 128 of the Town of Bennington Land Records on June 26,

1979. The assignment by Chittenden Bank to BCIC occurred on April I, 2002 and was

recorded in Book 384 at Page 82 on July 17, 2002 in the Town of Bennington Land Records.

B. BCIC is the assignee of all obligations ofR.M.R. Corporation as guaranteed by JARD

Company, Inc. as provided in a certain Multi-Entity Guaranty dated May 8, 1987 and all

indebtedness of JARD Company, Inc. to HSBC Bank USA including but not limited to

indebtedness arising pursuant to an Accounts Receivable Contract and an Inventory Loan

Agreement both dated September 13, 1987 between JARD Company, Inc. and Commercial

Pa e I of 8

Credit Business Loans, Inc. as amended (the "R.M.R. HSBC notes"). The assigned

promissory notes are secured by a mortgage (the "HSBC JARD site mortgage"). The

mortgaged real property is located on Bowen Road, Bennington, Vermont and known as the

"JARD Site". The "HSBC JARD Site mortgage" is dated May 8, 1987 and recorded in Book

0-265 at Page 138 of the Bennington Land Records on May 14, 1987. The assignment by

HSBC Bank USA to BCIC was dated March 25, 2002 and recorded in the Bennington Land

Records at Book 3 84 Page 84 on July 17, 2002.

C. BCIC is the assignee of all obligations from J ARD Company, Inc. to Marine Midland

Business Loans, Inc. pursuant to a Guarantee dated September 13, 1978, the original

principal amount of $3,000,000 due on an Accounts Receivable Contract, as amended, dated

September 13, 1978 and the original principal amount of$427,270 due on an Installment

Note dated March 7, 1983 (the "JARD HSBC notes"). The assigned promissory notes are

secured by a mortgage (the "Second HSBC JARD site mortgage"). The mortgaged real

property is located on Bowen Road, Bennington, Vermont and known as the "JARD Site".

The "Second HSBC JARD Site mortgage" is dated January 5, 1989 and recorded in Book 0-

276 at Page 165 of the Bennington Land Records on January 5, 1989. The assignment by

HSBC Bank USA to BCIC was dated March 25, 2002 and recorded in the Bennington Land

Records at Book 384 Page 84 on July 17, 2002.

D. BCIC was granted a "right of first refusal'" on a 22.9 acre parcel of the "JARD Site" by

JARD Corporation dated June22, 1979 and recorded at Book 0-228 Page 129 of the

Bennington Land Records on June 26, 1979.

Page 2 of8

E. The Town holds a promissory note from BCIC (the "BC!C Note") secured by a mortgage

deed on certain real property owned by the BCIC on Shields Drive in Bennington, Vermont.

The mortgage deed was recorded in Book 367 Page 92 on February 23, 200 I in the Town of

Bennington Land Records (the "Shields Drive Mortgage.")

F. BCIC desires to assign its interest in the "JARD Site" to the Town for the consideration

set forth hereafter.

G. The Town desires to acquire BCIC'S interest in the JARD Note, JARD Site Mortgage,

R.M.R. HSBC notes, HSBC JARD site mortgage, JARD HSBC notes, SECOND HSBC

J ARD site mortgage and "right of first refusal" to the eKtent of whatever continuing rights, if

any, BCIC may have in such "right of first refusal" (together the "JARD Rights") for

purposes of commencing foreclosure of a portion of the JARD Site if the Town is satisfied

with an environmental assessment.

H. If the Town is able to obtain-marketable title in the foreclosure, it will release BCIC from

$20,000 in obligations under the BCIC Note, all according to the terms and conditions set

forth herein.

Covenants

In consideration of the mutual covenants contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:

I. BCIC' S interest in the J ARD Rights. BCIC agrees to assign and the Town agrees to

acquire the JARD Rights under the following terms and conditions:

Page 3 of8

A. Purchase Price. The total purchase price for the JARD Rights shall be Twenty

Thousand Dollars ($20,000.00) payable strictly as follows: The Town shall reduce, by

$20,000, the outstanding amount ofBCIC'S indebtedness due to the Town on BC!C'S

promissory note to the Town secured by the Shields Drive Mortgage, subject to the terms

and conditions of Section 3. Interest on the $20,000 shall accrue during the term of this

Agreement. Should the Conditions Precedent to Reduction of BCIC Debt under Article 3

of this Agreement be satisfied, the Town shall forego interest on the $20,000 from the

date of this Agreement until the delivery of the debt reduction instrument under Article

38 of this Agreement. In the event that such conditions precedent are not satisfied, such

accrued interest shall be paid to the Town at the next regularly scheduled interest

payment.

B. Closing. Closing on the tninsaction shall be held no later than 30 days after the

Town indicates its satisfaction with the completion of the studies and work described in

Article 2 of this Agreement in writing to BCJC, at a mutually convenient location in

Bennington, Vermont. BCIC shall deliver to the Town, at closing, assignments of the

JARD Rights as is and without recourse, substantially in the forms attached as Exhibit A.

2. Conditions Precedent to Assignment. Notwithstanding any of the terms and conditions

heretofore set forth, the Town's obligations to accept the assignment of the JARD Rights are

conditioned on the Town's satisfaction, in its sole discretion, with:

A. The results of a Phase I environmental study to be commissioned by the Town at

its sole expense;

Page 4 of8

B. The completion of all actions recommended in the Phase I environmental study

as well as any subsequent environmental studies that are recommended in the Phase I

environmental study report and the completion of all actions recommended in such

subsequent environmental reports. BCIC shall be responsible for completing such actions

at the Town's sole expense. The Town shall have sole discretion as to whether to make

any such expenditures.

3. Conditions Precedent to Reduction of BCIC Debt.

A. After receipt of the assignment ofthe JARD Rights, the Town intends to

commence a foreclosure of a portion of the JARD Site know as Parcel3, consisting of

22.9 acres more or less. The Town's obligation to reduce BCIC's debt under the

promissory note by $20,000 is conditional upon the Town's ability, using due diligence,

to obtain marketable title to Parcel 3 in such foreclosure. The Town shall, in its exercise

of due diligence, have no obligation to take an appeal of any adverse decision, or to incur

extraordinary expenses in a contested proceeding.

B. Within 30 days after running of the redemption period in the foreclosure, the

Town shall deliver to BCIC an instrument in form reasonably satisfactory to BCIC which

reduces the principal balance under the BCIC Note by $20,000 and releases BCIC from

its obligation to pay interest on said amount from the date of this AGREEMENT to the

date of delivery of the instrument. lfthe Town does not believe that it has obtained

marketable title by virtue of the foreclosure decree, it shall so notify BCIC in writing

within 30 days after the end of the redemption period or the sooner redemption by a

Page 5 of8

junior lienor. If BCIC wishes to dispute the Town's conclusion that it did not obtain

marketable title, BCIC shall notify the Town in writing within 30 days of receipt of such

notice from the Town, time being of the essence in connection with both s':lch notices. In

the event such notice is not given by BCIC in response to such notice by the Town, the

Town shall have no obligation to reduce BCIC's debt nor release BCIC from its

obligation to pay interest on the $20,000. In the event such notice is given by BCIC, the

matter of whether the Town has marketable title shall be submitted to binding arbitration,

each party to bear its own costs.

4. Termination. The Town may terminate this Agreement at any time prior to assignment of

the JARD Rights if in its sole discretion the Town concludes that the costs or risks

associated with environmental study and remediation are excessive. Such notice shall be

given in writing to BCIC.

Miscellaneous Terms.

5. This agreement shall be governed by the laws of the State of Vermont. It is the entire agreement between the parties with respect to this matter, and can only be amended by written instrument signed by the parties.

6. BCIC and the Town represent that no commissions are due to any party as a result of this assignment.

7. This agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

8. Any demand for arbitration hereunder shall be presented to arbitrator mutually selected by the parties, which Arbitrator shall be instructed to endeavor to deliver, within 45 days thereafter, a final, binding and conclusive decision upon each of the parties. In the event that the parties cannot agree on the selection of an arbitrator within 20 days after service of a written demand for arbitration, either party may request the AAA to appoint an arbitrator, and such

Page 6 of8

appointment shall be final, binding and conclusive on the parties. The arbitrator's decision shall be final, binding and conclusive on all parties. The parties shall cooperate with each other, and each other's representatives and with the arbitrator in order that any and all matters in dispute shall be resolved as soon as practicable. The fees, costs and expenses of such arbitrator incurred in connection therewith shall be shared equally between the parties unless ordered otherwise by the arbitrator.

ACKNOWLEDGMENT OFARBITRA TION

I UNDERSTAND THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, I UNDERSTAND THAT I WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS. INSTEAD, I AGREE TO SUBMIT ANY SUCH CLAIM TO AN IMPARTIAL ARBITRATOR.

I AGREE THAT NOTHING HEREIN SHALL LIMIT THE JURISDICTION OF A COURT TO OFFER APPROPRIATE EQUITABLE RELIEF PENDING A FINAL ARBITRATION OIIDER, OR TO ENFORCE A FINAL ARBITRATION ORDER.

IN WITNESS WHEREOF, the parties have hereto set their hands and seals the day and

year first above written.

In Presence Of:

Town of Bennington, Vermont

Witness

Page 7 of8

AGREEMENT TO ASSIGN PROMISSORY NOTES, MORTGAGE DEEDS AND "RIGHT OF FIRST REFUSAL"

EXHIBIT A

The following attachments constitute this exhibit:

I. ASSIGNMENT OF MORTGAGE AND INSTRUMENTS ASSIGNED BY CHITTENDEN TRUST COMPANY TO BCIC AT BOOK 384, PAGE 82

2. ·ASSIGNMENT OF MORTGAGE AND INSTRUMENTS ASSIGNED BY HSBC BANK USA TO BCIC AT BOOK 384, PAGE 84

3. ASSIGNMENT OFRIGHT OF FIRST REFUSAL RECORDED AT BOOK 0-228, PAGE 129

Page 8 of 8

ASSIGNMENT OF MORTGAGE AND INSTRUMENTS ASSIGNED BY CHITTENDEN TRUST COMPANY

TO BCIC AT BOOK 384, PAGE 82

KNOW ALL MEN BY THESE PRESENTS:

THAT IT, BENNINGTON COUNTY INDUSTRIAL CORPORATION, a Vermont not-for-profit corporation. with its principal office at Water Street, North Bennington, Vermont 05257, in consideration of One Dollar and Other Good and Valuable Consideration paid to its full satisfaction by the TOWN OF BENNINGTON, a municipal corporation organized under the laws of Vermont, with an office at 205 South Street, Bennington, Vermont 05201, does hereby ASSIGN, TRANSFER AND CONVEY, AS IS, WITHOUT RECOURSE OF ANY KIND WHATSOEVER, unto the said TOWN OF BENNINGTON, all its right, title and interest and estate in and to a certain Mortgage from JARD Company, Inc. to Chittenden Trust Company dated June 22, 1979 and recorded in Book 0-228, at Page 128 of the Bennington Land Records (the "Mortgage") and the promissory notes which it secures, namely:

(a) a Promissory Note of JARD Company, Inc. to Chittenden Trust Company dated June 22, 1979, in the original principal amount of $750,000.00; and

(b) a Promissory Note of JARD Company, Inc. to Chittenden Trust Company dated September 19, 1984, in the original principal amount of $120,000.00 (collectively the "Instruments").

being a Mortgage and Instruments assigned by CHITTENDEN TRUST COMPANY to BENNINGTON COUNTY INDUSTRIAL CORPORATION by its ASSIGNMENT OF MORTGAGE AND INSTRUMENTS dated April1, 2002 and recorded July 17, 2002 at Book 384, Page 82 of the Bennington Land Records.

BENNINGTON COUNTY INDUSTRIAL CORPORATION makes no warranties or. representations and assumes no responsibility with respect to any statements, warranties or representations made in .or in connection with the aforesaid Mortgage and Instruments other than that:

(i) it is the holder of the Mortgage and Instruments; and

(ii) it has good right to sell, transfer and assign the Mortgage and Instruments;

and specifically makes no representation or warranty and assumes no responsibility with respect to the financial condition of the obligor under the Mortgage and

1

Instruments, the performance or observance by the obligor of their obligations under the Mortgage and Instruments or any other instrument or document furnished pursuant thereto or of the current amount due and outstanding pursuant to the Instruments.

TO HAVE AND TO HOLD the same unto the said TOWN OF BENNINGTON, and its successors and assigns forever.

IN WITNESS WHEREOF, the said BENNINGTON COUNTY INDUSTRIAL CORPORATION has caused this instrument to be executed this day of ____ ,2006.

STATE OF VERMONT BENNINGTON COUNTY, SS.

BENNINGTON COUNTY INDUSTRIAL CORPORATION

By: ________________________ _

PETER ODIERNA, Executive Director and Authorized Agent

At Bennington in said County and State, this day of , 2006, PETER ODIERNA, Executive Director and Authorized Agent of BENNINGTON. COUNTY INDUSTRIAL CORPORATION, personally appeared, and acknowledged this instrument signed by him to be his free act and deed and the free act and deed of BENNINGTON COUNTY INDUSTRIAL CORPORATION.

Before me --:-~-:-:---:-:--::-:::----c~---­John H. Williams, II Notary Public My commission expires 02/10/07

2

ASSIGNMENT OF MORTGAGES AND INSTRUMENTS ASSIGNED BY HSBC BANK USA TO BCIC AT BOOK 384, PAGE 84

KNOW ALL MEN BY THESE PRESENTS:

THAT IT, BENNINGTON COUNTY INDUSTRIAL CORPORATION, a Vermont not-for-profit corporation with its principal office at Water Street, North Bennington, Vermont 05257, in consideration of One Dollar and Other Good and Valuable Consideration paid to its full satisfaction by the TOWN OF BENNINGTON, a municipal corporation organized under the laws of Vermont, with an office at 205 South Street, Bennington, Vermont 05201, does hereby ASSIGN, TRANSFER AND CONVEY, AS IS, WITHOUT RECOURSE OF ANY KIND WHATSOEVER, unto the said TOWN OF BENNINGTON, all its right, title and interest and estate in and to a certain Mortgage from JARD Company, Inc. to HSBC Bank USA dated May 8, 1987 and recorded in Book 0-265, at Page 138 of the Bennington Land Records {the "Mortgage") and the promissory notes which it secures, namely:

(a) all obligations of R.M.R. Corporation as guaranteed by Jard Company, Incorporated ("Mortgagor") as provided in a certain Multi-Entity Guaranty dated May 8, 1987; and ·

(b) all indebtedness of Mortgagor to Mortgagee, including but not limited to, indebtedness arising pursuant to an Accounts Receivable Contract dated September 13, 1987 between Mortgagor and Commercial Credit Business Loans, Inc., as amended, and pursuant to an Inventory Loan Agreement dated September 13, 1978 between the aforesaid parties, as amended;

and a Mortgage from JARD Company, Inc. dated January 5, 1989 and recorded on January 5, 1989 in Book 0-276 at page 165 of the Bennington Land Records and the promissory note·s which it secures, namely;

(a) all obligations from Mortgagor to Marine Midland Business Loans, Inc. pursuant to a Guarantee dated September 13, 1978;

(b) the original principal amount of $3,000,000 pursuant to an Accounts Receivable Contract dated September 13, 1978, as amended; and

(c) the original principal amount of $427,270.00 due pursuant to an Installment Note dated March 7, 1983.

being Mortgages and Instruments assigned by HSBC Bank USA to BENNINGTON

1

COUNTY INDUSTRIAL CORPORATION by its ASSIGNMENT OF MORTGAGES AND INSTRUMENTS dated March 25, 2002 and recorded July 17, 2002 at Book 384, Page 84 of the Bennington Land Records.

BENNINGTON COUNTY INDUSTRIAL CORPORATION makes no warranties or representations and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the aforesaid Mortgages and Instruments other than that:

(i) it is the holder of the Mortgages and Instruments; and

(ii) it has good right to sell, transfer and assign the Mortgages and Instruments;

and specifically makes no representation or warranty and assumes no responsibility with respect to the financial condition of the obligor under the Mortgages and Instruments, the performance or observance by the obligor of their obligations under the Mortgages and Instruments or any other instrument or document furnished pursuant thereto or of the current amount due and outstanding pursuant to the Instruments.

TO HAVE AND TO HOLD the same unto the said TOWN OF BENNINGTON, and its. successors and assigns forever.

IN WITNESS WHEREOF, the said BENNINGTON COUNTY INDUSTRIAL CORPORATION has caused this instrument to be executed this day of ____ ,2006.

STATE OF VERMONT BENNINGTON COUNTY, SS.

BENNINGTON COUNTY INDUSTRIAL CORPORATION

By:--=-----------PETER ODIERNA, Executive Director and Authorized Agent

At Bennington in said County and State, this day of , 2006, PETER ODIERNA, Executive Director and Authorized Agent of BENNINGTON COUNTY INDUSTRIAL CORPORATION, personally appeared, and acknowledged this instrument signed by him to be his free act and deed and the free act and deed of BENNINGTON COUNTY INDUSTRIAL CORPORATION.

Before me --,---,-,-,-,-:=--:-:-----­John H. Williams, II Notary Public My commission expires 02/10/07

2

ASSIGNMENT OF RIGHT OF FIRST R"EFUSAL RECORDED AT BOOK 0-228, PAGE 129

KNOW ALL MEN E;IY THESE PRESENTS:

THAT IT, BENNINGTON COUNTY INDUSTRIAL CORPORATION, a Vermont

not-for-profit corporation with its principal office at Water Street, North Bennington,

Vermont 05257, in consideration of One Dollar and other Good and Valuable

Consideration paid to its full satisfactionby the TOWN OF BENNINGTON, a municipal

corporation organized under the laws of Vermont, with an office at 205 South Street,

Bennington, Vermont 05201, does hereby ASSIGN, TRANSFER AND CONVEY, AS

IS, WITHOUT RECOURSE OF ANY KIND WHATSOEVER, unto the said TOWN OF

BENNINGTON, all its right, title and interest and estate in and to a certain RIGHT OF

FIRST REFUSAL granted by JARD COMPANY, INC. to BENNINGTON COUNTY

INDUSTRIAL CORPORATION, dated June 22, 1979 and recorded on July 26, 1979 at

Book 0-228, Page 129, of the Bennington Land Records ("the RIGHT OF FIRST

REFUSAL").

BENNINGTON COUNTY INDUSTRIAL CORPORATION makes no warranties or

representations and assumes no responsibility with respect to any statements,

warranties or representations made in or in connection with the aforesaid RIGHT OF

FIRST REFUSAL.

1

TO HAVE AND TO HOLD the same unto the said TOWN OF BENNINGTON,

and its successors and assigns forever.

IN WITNESS WHEREOF, the said BENNINGTON COUNTY INDUSTRIAL

CORPORATION has caused this ASSIGNMENT OF RIGHT OF FIRST REFUSAL to

be executed this ___ day of __ _;_____, 2006.

STATE OF VERMONT BENNINGTON COUNTY, SS.

BENNINGTON COUNTY INDUSTRIAL CORPORATION

By:~==~~~~~-~-~---PETER ODIERNA, Executive Director and Authorized Agent

At Bennington in said County and State, this day of , 2006, PETER ODIERNA, Executive Director and Authorized Agent of BENNINGTON COUNTY INDUSTRIAL CORPORATION, personally appeared, and acknowledged this ASSIGNMENT OF RIGHT OF FIRST REFUSAL signed by him to be his free act and deed and the free act and deed of BENNINGTON COUNTY INDUSTRIAL CORPORATION.

Before me

John H. Williams, II Notary Public My Commission Expires 02/10/07