; Base Price + The Combined Norfolk Southern And Conrail Contract - CENTRAL HUDSON GAS & ELECTRIC CORP - 11-13-1995
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Base Price + The Combined Norfolk Southern And Conrail Contract - CENTRAL HUDSON GAS & ELECTRIC CORP - 11-13-1995

VIEWS: 22 PAGES: 100

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									Exhibit (10)(i)105 THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. EXHIBIT NO. 1 CALCULATIONS OF DELIVERED FUEL COSTS "Delivered Current Coal Price" shall be the Current Base Price + the combined Norfolk Southern and Conrail contract freight charge expressed in cents per million Btu's based on a 13,000 Btu/Lb "as received" heat content. "Delivered Current Oil Price" shall be the net price (including discounts and allowances) to the BUYER under firm term contract(s) for the supply of Number Six (6) Residual Fuel to the Danskammer Generating Station of the maximum sulfur content of fuel oil (currently 1.0%) permitted to be burned in Danskammer Units 3 and 4 plus all applicable State, Federal or other taxes and fees required to be paid by BUYER in connection with such deliveries of number six Fuel Oil to Danskammer expressed in cents per million Btu's based on 150,000 Btu per gallon as received heat content. "Delivered Current Gas Price" shall be the price to the BUYER of natural gas dispatched to the Danskammer Generating Station to be burned in Units 3 and 4 plus an efficiency loss of 5% expressed in cents per million Btu's. "Delivered Current Spot Coal Price" shall be the price to the BUYER for spot coal, having the same specifications as provided in the Contract, delivered to the Danskammer Generating Station to be burned in Units 3 and 4 expressed in cents per million Btu's. EXHIBIT NO. 1 Example IV Delivered Current Coal Price Assume the Current Base Price of Coal ($29.00 net per ton) + freight charges (Assume $23.00 net per ton for this example) divided by 13,000 Btu x 2,000 Lbs (----------------------)=$52.00 per ton / 26 = 200cent per Mmbtu. 1,000,000 Delivered Current Oil Price Assume the net price of oil delivered ($12.90 per Bbl) + New York State Gross Receipts Tax ($0.37 per Bbl) = $13.27 = per Bbl 150,000 Btu x 42 Gas $13.27 / (--------------------)=$13.27 / 6.3 = 210cent per Mmbtu. 1,000,000 Delivered Current Gas Price Assume the dispatch price of natural gas (220 cent per Mmbtu.) + efficiency loss 5% = 220 x 1.05 = 231 cent per Mmbtu. Delivered Current Spot Coal Price Assume the spot price for coal is $28.00 net per ton and the freight charge is $21.00 net per ton.

13,000 x 2,000 Lbs 49 per ton $49.00/ton / ------------------ = ---------- = 188cent per Mmbtu.

1,000,000 26 Therefore the Delivered Current Spot Coal Price is the Lowest delivered price of the three fuels. The Delivered Current Coal Price would have to be reduced to equal the Delivered Current Spot Coal Price of 188 cent per Mmbtu. in order to ship the incremental tonnage train. The BUYER must indicate to the ASSIGNEE not later than the 22nd of the month preceding each proposed incremental tonnage shipment if the then-Delivered Current Price of oil, natural gas or spot coal is below the Delivered Current Price of Coal.

EXHIBIT NO. 5 EXAMPLES OF ADJUSTMENTS TO CURRENT BASE PRICES FOR QUALITY PREIMUMS - xxxcent/100 Btu/Lb in excess of 13,000 Btu/Lb, fractions pro rata, on a shipment. 1. Shipment Btu value is 13,050 Btu/Lb. Btu Value falls within 12,850 to 13,150 Btu/Lb range and, therefore, no premiums are due to ASSIGNEE. 2. Shipment Btu Value is 13,200 Btu/Lb. Premium due is: 13,200 Btu/Lb - 13,000 Btu/Lb = 200 Btu/Lb X xxcent/100 Btu/Lb = $x.xxx/Ton. 3. Shipment Btu Value is 13,300 Btu/Lb. Premium due is: 13,300 Btu/Lb - 13,000 Btu/Lb = 300 Btu/Lb X xxcent/100 Btu/Lb = $x.xxx/Ton. PENALTIES - xxcent/100 Btu/Lb in deficit of 13,000 Btu/Lb, fractions pro rata, on a shipment. 1. Shipment Btu Value is 12,950 Btu/Lb. Btu Value falls within 12,850 to 13,150 Btu/Lb range and, therefore, no penalties are charged to ASSIGNEE. 2. Shipment Btu Value is 12,700 Btu/Lb. Penalty charged is: 13,000 Btu/Lb - 12,700 Btu/Lb = 300 Btu/Lb X xxcent/100 Btu/Lb = $x.xxx/Ton. 3. Shipment Btu Value is 12,750 Btu/Lb. Penalty charged is: 13,000 Btu/Lb - 12,750 Btu/Lb = 250 Btu/Lb X xxcent/100 Btu/Lb = $x.xxx/Ton. 4. Average Btu Value for January shipments is 12,850 Btu/Lb. Average Btu Value falls under 12,900. Penalty charged is: 13,000 Btu/Lb - 12,850 Btu/Lb = 150 Btu/Lb X xxcent/100 Btu/Lb = $x.xxx/Ton on all January shipments not previously penalized. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT NO. 6 EXAMPLES OF ADJUSTMENT TO BASE PRICE FOR ASH VALUE 1. If shipment ash value falls within 7.5% to 8.5% range no premium or penalty is incurred. 2. If shipment ash value is 6.9% the premium due is 8.00% - 6.9% = 11 (tenths) x $x.xxx (ash value per .1%) = $x.xxx. Therefore, each ton of coal will receive a premium of $x.xxx added to the base price. 3. If shipment ash value is 8.8% the penalty due is 8.8% - 8% = 8 (tenths) x $x.xxx (ash value per .1%) = $x.xxx. Therefore, each ton of coal will receive a penalty of $x.xxx deducted from the base price." CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

Exhibit (10)(i)105 THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. FOURTH AMENDMENT TO THE AGREEMENT FOR THE SALE AND PURCHASE OF COAL THIS FOURTH AMENDMENT ("AMENDMENT"), dated as of November 1, 1995 TO THAT AGREEMENT ("AGREEMENT") FOR THE SALE AND PURCHASE OF COAL made and entered into as of the 1st day of January 1987 by and between CENTRAL HUDSON GAS & ELECTRIC CORPORATION, (hereinafter referred to as "BUYER") and KENTUCKY CARBON CORPORATION (hereinafter referred to as "SELLER" or "PRODUCER") and THE CARBON FUEL SALES COMPANY (hereinafter referred to as "SALES AGENT") and as later assigned by "SELLER" and "PRODUCER" with the consent of "BUYER" to MASSEY COAL SALES COMPANY ("ASSIGNEE"). WITNESSETH: WHEREAS, Article I of the AGREEMENT provides that beginning July 1, 1991, and six months prior to the end of each contract year thereafter, BUYER, SALES AGENT and SELLER shall commence good faith negotiations with respect to quantity, quality and price of coal for the next Contract Year; and WHEREAS, the ASSIGNEE assumed the contractual responsibilities of SALES AGENT and SELLER pursuant to an AGREEMENT OF ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE dated February 29, 1992, by and among BUYER, SALES AGENT and SELLER (collectively referred to as "ASSIGNOR") and ASSIGNEE; and WHEREAS, notice was duly given and BUYER and ASSIGNEE entered into good faith negotiations; and WHEREAS, after completion of good faith negotiations, BUYER and ASSIGNEE desire to amend the AGREEMENT to provide for a replacement pricing mechanism for coal sold and bought thereunder and to revise certain other AGREEMENT provisions; and WHEREAS, THIS SECOND AMENDMENT replaces the FIRST AMENDMENT TO THE AGREEMENT FOR THE SALE AND PURCHASE OF COAL, dated November 1, 1991 in its entirety, effective January 1, 1994; WHEREAS, THIS THIRD AMENDMENT replaces the SECOND AMENDMENT TO THE AGREEMENT FOR THE SALE AND PURCHASE OF COAL, dated November 1, 1993 in its entirety, effective January 1, 1995. WHEREAS, THIS FOURTH AMENDMENT replaces the THIRD AMENDMENT TO THE AGREEMENT FOR THE SALE AND PURCHASE OF COAL, dated November 1, 1994 in its entirety, effective January 1, 1996. NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the parties hereto agree as follows: 1. For only the Contract Year occurring during the Calendar Year 1996, Article II (Deliveries), Article III (Specifications and Quality and Weight), Article IV (Payment), Article V (Base Price) and Article VII (Adjustment in Current Base Price for Quality) of the AGREEMENT shall be respectively amended in their entirety to read as follows: ARTICLE II DELIVERIES Section 1. Quantities/Delivery Schedule: Except as provided for below, the quantity of coal sold and purchased hereunder shall be a firm tonnage of no less than 240,000 tons per year ("Firm Tonnage"). In addition, there will

be 120,000 tons per year called incremental tonnage ("Incremental Tonnage") which will be sold and purchased hereunder provided that the delivered cost per million Btu's of oil, natural gas or spot coal usable at BUYER's Danskammer Point Plant ("Danskammer Plant" or "BUYER's Plant") exceeds the then-applicable delivered Current Base Price of coal in delivered cost per million Btu's. The ASSIGNEE will assume that three trains of approxi- mately 10,000 tons each will be loaded for shipment each month. Two of those trains will be Firm Tonnage and one will be Incremental Tonnage. The BUYER must indicate to the ASSIGNEE not later than the 22nd of the month preceding each proposed Incremental Tonnage shipment if the then current delivered price of oil, natural gas or spot coal to the Danskammer Plant is below the delivered Current Base Price of coal. If such written notice is not received by the ASSIGNEE by the 22nd then three trains will be shipped the next month at the then Current Base Price. In the event such a written notice is received, and the ASSIGNEE wishes to match the then current price of oil, natural gas or spot coal as so delivered, the ASSIGNEE must notify the BUYER of the same in writing not later than the last working day of that month. In the event that such notification is given then, the coal will be shipped as scheduled, with the Incremental Tonnage at the matched price and the Firm Tonnage at the then-Current Base Price. If the written notice to match the price is not received by the BUYER by the last working day of the month, the Incremental Tonnage train will not be shipped as scheduled. The ASSIGNEE reserves the right to re-offer any unshipped Incremental Tonnage to the BUYER at another time in the ensuing 12 months (commencing with the month during which the unshipped Incremental Tonnage would otherwise have been shipped) at the then-Current Base Price. In each such instance, BUYER will then have the option to accept that Incremental Tonnage or permanently cancel that Incremental Tonnage. The delivered coal cost, the delivered oil cost, the delivered natural gas cost and the delivered spot coal cost shall be determined as shown on Exhibit No. 1. Section 2. Limitations on Quantities: Notwith- standing any of the above, BUYER will not be obligated to purchase Firm and Incremental Tonnage coal from ASSIGNEE under this AGREEMENT if BUYER is unable to utilize such coal because the Danskammer Plant is not in "economic dispatch". If, because of economic reasons, the Danskammer Plant does not then require all coal contracted for under all then-existing contracts, BUYER shall notify ASSIGNEE in writing and BUYER will reduce the tonnage taken from all such contract suppliers on a proportional basis. The tonnage taken from each such contract supplier will be in proportion to the annual Firm Tonnage in each such contract. In the event that contract shipments are so reduced, BUYER will take no spot coal during the period of reduction. Following said period of reduction, BUYER will elect either to increase shipments or to extend the Initial Term of this AGREE- MENT until such deferred Firm and Incremental Tonnage has been shipped in the total quantities provided for in this AGREEMENT. The prices for the tonnage then shipped will be the prices in effect at time of shipment. In the event the Initial Term is so extended, the term of this AGREEMENT shall be extended for the same number of days that the Initial Term was so extended and the beginning and end of each Contract Year following such an extension of the Initial Term shall be respectively set back for the same number of days that the Initial Term was so extended and the "Contract Year" shall be adjusted accordingly. Section 3. Delivery Schedule Limitations: All Firm Tonnage necessary to meet the 20,000 tons per month schedule will be delivered before any Incremental Tonnage is delivered. Both Firm Tonnage and Incremental Tonnage can be delivered during the same month, but ASSIGNEE will not be obligated to deliver more than four (4) 10,000 ton shipments of coal during any one month, unless otherwise mutually agreed. There shall be a minimum of seven (7) calendar days between shipment releases from the Operations unless otherwise mutually agreed. Section 4. Passage of Title: The coal sold and delivered to BUYER hereunder is f.o.b. railway car at the Operations; and, title to and risk of loss of the coal supplied hereunder shall pass to BUYER when ASSIGNEE completes loading coal and tenders the loaded cars to the carrier for destination to BUYER's Plant. Section 5. Initial Quality Notification: The parties recognize the need to know the quality of the coal prior to receipt of the shipment at the Danskammer Plant. Therefore, the coal shall be sampled as it is loaded into railway cars and analyzed by an independent laboratory acceptable to BUYER and ASSIGNEE within 48 hours after the coal is loaded, who shall notify BUYER and ASSIGNEE by telephone, telegram, or facsimile of the average "as received" analytical results of each shipment. Section 6. Shipping Notice: For each shipment of coal hereunder, ASSIGNEE shall promptly mail to BUYER's Plant and to Financial Records Section, Central Hudson Gas & Electric Corporation, 284 South Avenue, Poughkeepsie, New York 12601-4879, a shipping notice showing weight, type of car and number of each

railway car contained in the shipment, shipping date and origin mine. Section 7. Railroad: Except as otherwise expressly provided herein, ASSIGNEE shall deliver coal sold and purchased hereunder in accordance with the contract between BUYER and railroad and the applicable railroad tariff provisions all as specified in Exhibit 2 - RAILROAD PROVISIONS, attached hereto and made a part hereof. BUYER shall be responsible for providing any applicable amendments or revisions to said railroad tariff provisions to ASSIGNEE. BUYER shall cooperate with ASSIGNEE in its scheduling of work at its Operations, shall be responsible for arranging and coordinating with the railroad (also referred to herein as "carrier") the arrival of rail cars for loading. BUYER shall pay carrier for all rail transportation charges for coal purchased from ASSIGNEE under this AGREEMENT, except as provided for in the remainder of this Section 7. ASSIGNEE will pay all additional freight charges, required by BUYER's rail transportation agreements or the applicable railroad tariffs, on coal delivered hereunder that are a result of ASSIGNEE's failure to deliver the quantity of coal as scheduled by BUYER, in accordance with this AGREEMENT unless the tonnage deficiency is excused by other provisions of this AGREEMENT. BUYER shall be responsible for payment of any and all increased freight charges which result solely from or on account of the coal being shipped to more than one destination. ASSIGNEE shall pay all additional freight charges, required by the applicable railroad tariffs or BUYER's rail transportation agreements on coal delivered hereunder that are a result of ASSIGNEE's failure to notify the railroad, in writing, in accordance with the applicable railroad tariffs or BUYER's rail transportation agreement, of ASSIGNEE's inability to make shipment as scheduled. ASSIGNEE shall pay all detention and switching charges at ASSIGNEE's Operations resulting from ASSIGNEE's failure to load and ship the coal in accordance with the applicable railroad tariffs or BUYER's rail transportation agreement. ASSIGNEE shall load coal so as to permit loading of 10,000-ton trains within a 24hour period. ASSIGNEE shall pay all charges resulting from overloading or underloading cars in accordance with the applicable tariffs or BUYER's rail transportation agreement. ARTICLE III SPECIFICATIONS & QUALITY & WEIGHT Section 1. Origin: The coal shall be from the Sidney Pond Creek Seam or other such seams as approved and con- firmed in writing by BUYER and which meets the specifications herein. Deliveries shall originate from ASSIGNEE's Sidney Mine unless other arrangements are made and confirmed in writing with BUYER to deliver coal from another facility. Section 2. Quality Specifications: The quality of coal sold and purchased hereunder shall meet the following specifications: ASTM
Expected As Received: Moisture % 6.1 Volatiles % 34.9 Fixed Carbon % 51 Ash % 8.0 Btu/LB. 13,000 Sulphur % 0.66 SO2 (LBS./MMBTU) 1.0 Grind (HGI) 52 Sidney Pond Creek Only 42 Ash Fusion (I.D., F) 2,700 Minimum 4 30 47 -12,500 0.47 -48 40 2,300 Maximum 10 36 60 10 -0.70 1.1 60 -Method D3173 D3175 D3172 D3174 D3286 D3177/4239 Calculated D409-85 D409-85 D1587

This coal shall be free of extraneous material and shall have a maximum top size of two inches.

Section 3(a). BUYER's Remedies Related to Quality Specifications: In lieu of any other remedies related to ASSIGNEE's failure to meet the quality specifications provided for herein, except for the price adjustments for quality provided for in Article VII herein, BUYER shall have the rights and remedies described in this Section 3 upon ASSIGNEE's failure to deliver coal in accordance with the specifications set forth in Sections 2 and 3 of this Article III. (b). BUYER's Right to Reject Individual Shipments: BUYER's ability to use the coal being dependent on the coal meeting the specifications set forth above, it is agreed that BUYER shall have the right to reject any and all shipments which fail to meet any of the individual shipment rejection limits shown below: INDIVIDUAL SHIPMENT REJECTION LIMITS
Sulphur Volatiles Ash Fusion (I.D.) Grind (HGI) Sidney Pond Creek Only Btu SO2 (LBS./MMBTU) 0.7% 25% 2,300 F 47 39 12,500 1.1 Maximum Minimum Minimum Minimum Minimum Minimum Maximum

ASSIGNEE shall pay all freight, diversion, demurrage, testing and other expenses in connection with any such rejected shipment, or shipment found by ASSIGNEE to be non-conforming, unless such shipment is accepted by BUYER. Furthermore, ASSIGNEE certifies that it will not make any shipment shown by sampling and analyses to exceed the Maximum allowable Sulphur levels or to be below the Minimum acceptable Btu level. (c). BUYER's Right to Suspend or Have Price Adjustments For Moisture/Ash Limitations: In addition to the limits for individual shipments shown in Section 3(b) above, the delivered coal must meet the following weighted average specifi- cations for each six (6) consecutive shipments (first through sixth, seventh through twelfth, thirteenth through eighteenth, and so on): SIX CONSECUTIVE SHIPMENTS LIMITS Ash 10% Maximum Moisture 10% Maximum If the weighted average ash or moisture quality of coal in a series of six (6) consecutive shipments delivered hereunder, as determined by sampling and analysis, does not meet the above Six Consecutive Shipments Limits, BUYER shall have the right to suspend further shipments under this AGREEMENT or to have the Current Base Price for such coal adjusted all in accordance with the following: (i) BUYER's Right to Suspend: In the event six consecutive shipments do not so meet said Six Consecutive Shipments Limits, BUYER shall thereupon have the right to suspend shipments under this AGREEMENT until ASSIGNEE has furnished reasonable assurance to BUYER in writing that the deviation from such limits or specifications can and will be corrected. If ASSIGNEE fails to promptly furnish reasonable assurance that such correction can and will be made within 60 days after BUYER's suspension of shipments (or within such longer period as shall be reasonably requested by ASSIGNEE and agreed to in writing by BUYER), or if corrections are not made within such 60-day period (or such longer period agreed to by BUYER), BUYER shall have the right at any time thereafter to terminate this AGREEMENT by giving written notice of such termination to ASSIGNEE, and thereupon BUYER shall stand discharged of any and all further obligations or liability under the terms of this AGREEMENT or as a result of such termination without waiver of any rights that BUYER may have under this AGREEMENT. If BUYER, after having suspended shipments for a period of 180 days, has not elected to terminate this AGREEMENT, then ASSIGNEE shall have the option of terminating this AGREEMENT by giving BUYER written notice of such termination within 60 days after the expiration of such 180-day period; (ii) BUYER's Right to Price Adjustment: In the event six consecutive shipments do not meet the Six Consecutive Shipments Limits, as an alternative to suspending shipments as provided for above, BUYER may cause ASSIGNEE to adjust Current Base Price for such coal (in addition to any adjustment for quality as provided in

Article VII) for such failure of the delivered coal to meet the Six Consecutive Shipments Limits, as follows: (1) For each one percent the ash of such coal exceeds the Six Consecutive Shipments Limits, the Current Base Price, adjusted, to be paid ASSIGNEE by BUYER for such shipment shall be reduced by one dollar ($1.00), fractions pro rata; and also (2) For each one percent the moisture of such coal exceeds the Six Consecutive Shipments Limits, the Current Base Price, adjusted, to be paid ASSIGNEE by BUYER for such shipments shall be reduced by one dollar ($1.00), fractions pro rata. The analyses obtained in accordance with Article ___, with respect to moisture and ash, shall be the analyses upon which rejection of shipments, as provided in Section 3(b) above and application of Current Base Price adjustments or suspension of shipments, as provided in this Section 3(c), is based. Sampling and analyses shall be in accordance with ASTM standards and tolerances. (iii) Effect of Termination: In the event that BUYER exercises its right to terminate this AGREEMENT pursuant to above Section 3(c)(i), or ASSIGNEE exercises its right to terminate this AGREEMENT under said Section, neither party shall have any further obligations or liabilities hereunder from and after the effective date of such termination, provided, however, that such termination shall not affect the rights or obligations of the parties which accrued prior to the effective date of termination. (d). Grind Limitations: In addition to the limits for individual shipments shown in Section 3(b) above and the Limitations for Six Consecutive Shipments shown in Section 3(c) above, the delivered coal must meet the following weighted average specifications for each three consecutive shipments (first through third, fourth through sixth, seventh through ninth, and so on): THREE CONSECUTIVE SHIPMENTS LIMITS Grind (HGI) 48 Minimum Sidney Pond Creek Only 40 Minimum If the average grind of coal in a series of three (3) consecutive shipments delivered hereunder, as determined by sampling and analysis, does not meet the above Three Consecutive Shipments Limits, BUYER shall have the right to reject any of the immediately following three (3) consecutive shipments in the event that such shipment does not meet said Minimum Grind (HGI) limitation. The basis of any such rejection shall be the averaged results of 3 different independent laboratories as provided for in Article ___. Section 4. ASSIGNEE's Duty of Care: ASSIGNEE shall, at all times, exercise reasonable care and diligence in its efforts to ship to BUYER coal which conforms to the specifications set forth in above Section 2 and 3. Nothing in this Article III shall be construed to relieve ASSIGNEE of its obligation to conduct its mining and coal cleaning operations in a competent manner, consistent with good industry practices, so as to produce coal which will meet the specifications set forth above. Section 5. Weight Measurement: The weight of coal sold hereunder shall be determined on BUYER's scales at the Danskammer Plant, which scales shall be maintained and certified in accordance with the provisions of Exhibit No. 3. If such scales are inoperative at the time of any coal delivery, the weight of coal shall be the weight upon which BUYER bases its payment to the railroad. ARTICLE IV PAYMENT Section 1. Price: For coal delivered and accepted, BUYER shall pay ASSIGNEE the Current Base Price herein provided by cash or check in United States Funds for all coal delivered, and accepted hereunder. Section 2. Submission of Weight to ASSIGNEE: BUYER shall submit to ASSIGNEE the certified weights within five (5) working days after the certified weights become available. Section 3: Invoice: Thereafter, an invoice for any adjustments for quality as hereinafter defined, and all coal shipped based on certified weights will be submitted by the ASSIGNEE to the BUYER. The coal shipped will be

invoiced at the Current Base Price (hereinafter defined). Section 4: Payment: BUYER shall make payment to ASSIGNEE within thirty (30) calendar days from shipment of the coal from the Operations. There shall be no discounts. Payment to ASSIGNEE shall be made by check, as follows:

Massey Coal Sales Company P.O. Box 26765 Richmond, Virginia 23261 The above address may be changed by ASSIGNEE upon written notice to BUYER. ARTICLE V CURRENT BASE PRICE Section 1: The Current Base Price for Firm Tonnage and Incremental Tonnage for the Contract Year 1996 shall be $xx.xx (U.S. Dollars) per net ton, except as otherwise provided in THIS THIRD AMENDMENT, f.o.b. railcar at ASSIGNEE's loading facility. Section 2. The Current Base Price shall be subject to adjustment for BTU Value and Ash Value as provided for herein. ARTICLE VII ADJUSTMENT IN CURRENT BASE PRICE FOR QUALITY Section 1. BTU Value: The Current Base Price and matching incremental price to be paid to ASSIGNEE by BUYER is based upon coal with 13,000 BTU/LB heat content (BTU Value) for each ton of coal in each shipment. The BTU Value of the coal sold hereunder may vary, and the price for such coal shall be adjusted to compensate for variations in BTU Value, as described below. Section 2. Adjustments for BTU Value: If the BTU Value of the coal shipment is between 12,850 BTU/LB and 13,150 BTU/LB, there will be no adjustment for BTU Value variation. If the BTU Value is less than 12,850 BTU/LB or greater than 13,150 BTU/LB, the price for a shipment shall be adjusted, based upon variations from the 13,000 BTU/LB BTU Value, as follows: (a) For a coal shipment with a BTU Value greater than 13,150 BTU/LB, a premium shall be paid by BUYER to ASSIGNEE at the rate of xxcent/100 BTU/LB, fractions pro rata; or (b) For a coal shipment with a BTU Value less than 12,850 BTU/LB, a penalty shall be deducted from the Current Base Price at the rate of xxcent/100 BTU/LB, fractions pro rata. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. (c) If the weighted average BTU Value for all ship- ments shipped in any one month, excluding the BTU Value on ship- ments on which a penalty was previously applied, is less than 12,900 BTU/LB, then the Current Base Price as applied to such shipments, excluding shipments on which a penalty was previously applied, shall be retroactively reduced at the rate of xxcent/100 BTU/LB, fractions pro rata. Exhibit No. 5 illustrates adjustments for BTU Value to the Current Base Price. Section 3. Ash Value: The Current Base Price and matching incremental price to be paid to ASSIGNEE by BUYER is based upon coal with an ash content ("Ash Value") of eight percent (8%) by weight of the "as received" analysis for the coal in each shipment. The Ash Value of the coal sold hereunder may vary and the price shall be adjusted to compensate for variations as described below.

Section 4. Adjustment for Ash Value: If the Ash Value of the coal shipment is between 7.5% and 8.5%, there will be no adjustment for ash content. If the Ash Value is less than 7.5% or greater than 8.5% the price for a shipment shall be adjusted, based upon variations from 8% as follows: (a) For a coal shipment with an Ash Value less than 7.5%, a premium of $x.xxx per ton shall be paid to ASSIGNEE for each .1% Ash Value variation below 8.0%. (b) For a coal shipment with an Ash Value greater than 8.5%, a penalty of $x.xxx shall be deducted from the price for each .1% Ash Value variation in excess of 8.0%." 2. Commencing on January 1, 1996 and continuing for the remaining term of this AGREEMENT, Articles II, III, IV, V and VII of the AGREEMENT shall respectively read as they are set forth in the AGREEMENT and not how they are set forth in the SECOND, THIRD or FOURTH AMENDMENT unless otherwise agreed upon by the parties hereto. 3. For only the Contract Year occurring during the Calendar Year 1996, Article VI (Base Price Adjustment) shall have no force and effect and, for that Contract Year, be deemed deleted in its entirety from the AGREEMENT. 4. Except as may be amended herein, all terms and conditions of the AGREEMENT shall remain in full force and effect as of the date of this FOURTH AMENDMENT. The addresses of the parties hereto are as set forth in the AGREEMENT. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. 5. All terms defined in the AGREEMENT shall have the same meaning in the FOURTH AMENDMENT unless otherwise defined herein. 6. For only the Contract Year occurring during the Calendar Year 1996, Exhibit 1 (Calculations of Delivered Fuel Costs) and Exhibit 5 (Examples of Adjustments to Current Base Prices for Quality) to the AGREEMENT shall be respectively amended in their entirety to read in the form attached to the FOURTH AMENDMENT. 7. For only the contract year occurring during the Calendar Year 1996, Exhibit 6, attached hereto, shall be an Exhibit to the AGREEMENT.

IN WITNESS WHEREOF, each party hereto has caused this AGREEMENT to be executed in its behalf by its proper officer thereunder duly authorized, all as of the day and year first above written. BUYER: CENTRAL HUDSON GAS & ELECTRIC CORPORATION BY (SGD.) PAUL J. GANCI Paul J. Ganci ITS President and Chief Operating Officer ASSIGNEE: MASSEY COAL SALES COMPANY BY (SGD.) TOM MCQUADE Tom McQuade ITS Senior Vice President

Exhibit (10)(i)104 THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. FUEL OIL SUPPLY CONTRACT BETWEEN MONTELLO OIL CORPORATION AND CENTRAL HUDSON GAS & ELECTRIC CORPORATION CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. AND NIAGARA MOHAWK POWER CORPORATION CENTRAL HUDSON CONTRACT NO. __________

TABLE OF CONTENTS
SECTION NUMBER 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 15.0 16.0 17.0 18.0 19.0 20.0 21.0 22.0 23.0 PAGE NUMBER 1 2 3 5 6 8 9 11 15 23 24 26 27 29 30 31 32 33 34 36 37 38 39

TITLE PARTIES RECITALS AND CONSIDERATION DEFINITIONS TERM QUANTITY TITLE, WARRANTIES AND RISK OF LOSS QUALITY DELIVERY PRICE AND PAYMENT INDEMNIFICATION FORCE MAJEURE AND NONPERFORMANCE COMPLIANCE WITH LAWS, REGULATIONS, CODES AND STANDARDS TAXES PROPRIETARY INFORMATION NONWAIVER EFFECT OF SECTION HEADINGS APPLICABLE STATE LAW ASSIGNMENT NOTICES AND CORRESPONDENCE ARBITRATION COMPLETE AGREEMENT EMPLOYEE INTEREST REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES #6 RESIDUAL FUEL OIL - 1.5% SULFUR SPECIFICATIONS - 1.3% SULFUR SPECIFICATIONS - 1.0% SULFUR SPECIFICATIONS - 0.3% SULFUR SPECIFICATIONS - POSTED PRICE SCHEDULES

ATTACHMENTS: ATTACHMENT ATTACHMENT ATTACHMENT ATTACHMENT ATTACHMENT

I-A I-B I-C I-D II

41 42 43 44 45

August 31, 1995 FUEL OIL SUPPLY CONTRACT 1.0 PARTIES The Parties hereto ("Parties") enter into this Product Supply Contract ("Contract") to be effective as of September 1, 1995. The Parties hereto are: 1.1 Central Hudson Gas & Electric Corporation, 284 South Avenue, Poughkeepsie, NY 12601-4879, Consolidated Edison Company of New York, Inc., 4 Irving Place, New York, NY 10003, and Niagara Mohawk Power Corporation, 300 Erie Boulevard, West, Syracuse, NY 13202 (collectively "BUYER") 1.2 Montello Oil Corporation 800 South Street Box 9161 Waltham, MA 02254-9161 ("SELLER") -1-

August 31, 1995 2.0 RECITALS AND CONSIDERATION Whereas this Contract is made with reference to the following facts: 2.1 SELLER, a New Jersey Corporation, existing under the laws of the State of New Jersey, is engaged in the sale and delivery of Product (as said term is defined herein.) 2.2 BUYER, three public utilities organized and existing under the laws of the State of New York, is engaged in the generation, transmission and distribution of electric energy. 2.3 SELLER has offered to sell to BUYER Product of quantity and quality specifications as set forth herein. 2.4 SELLER and BUYER desire by this Contract to define terms, conditions, rights, obligations, and remedies with respect to the purchase and sale of said Product. IN CONSIDERATION OF THE MUTUAL COVENANTS HEREINAFTER SET FORTH, SELLER and BUYER hereby mutually agree as follows: -2-

August 31, 1995 3.0 DEFINITIONS When used herein with initial capitalization, whether in the singular or plural, the following terms shall have the following meanings: 3.1 Barrel Refers to a standard barrel of Product containing forty- two (42) U.S. gallons when measured at sixty degrees Fahrenheit (60 degree) according to Table 6B of the latest revisions of ASTM-IP Petroleum Measurement Tables, ASTM Designation: D-1250, IP Designation: 200, as supple- mented or amended. Unless mutually agreed by the Parties, the then most recent revision of these tables at the time of use will be utilized. 3.2 Contract This document, including all other Contract documents specifically identified and incorporated herein by reference. 3.3 Contract Volume The quantity of Product which SELLER is obligated to sell and deliver to BUYER in accordance with this Contract. 3.4 Contract Year The period of September 1 through August 31. 3.5 Delivery Point BUYER's terminal ("Terminal") at its Roseton Electric Generating Station ("Roseton Plant") to which SELLER will make deliveries of Product in accordance with this Contract. 3.6 Heating Value Refers to the Heating Value of Product as measured in BTU per gallon using ASTM Test designation D-240 as supplemented or amended. Unless mutually agreed by the Parties, the most recent revision of this test will be utilized. -3-

August 31, 1995 3.7 Inspector Independent contractor retained to determine the quantity and quality of petroleum product delivered. 3.8 Party or Parties BUYER and/or SELLER 3.9 Product No. 6 residual fuel oil of the quality and in the quantity required to be provided by SELLER in accordance with this Contract. 3.10 Vessel Any watercraft such as tanker or barge used or capable of being used as a means of transporting and delivering the Product to the Delivery Point. 3.11 Miscellaneous Terms Where "as directed," "as required," "as approved," "as accepted," or words of like import are used, it is intended that such direction, requirement, approval or acceptance be given by the BUYER. -4-

August 31, 1995 4.0 TERM 4.1 The Initial Term of this Contract shall be a period of one (1) year from September 1, 1995 through August 31, 1996. The Term of the Contract shall automatically be extended on a yearly basis for each successive Contract Year thereafter until the Contract is terminated or canceled by either Party in accordance with the terms and procedures provided herein. The word "Term" as used herein shall mean the Initial Term and any such extensions. 4.2 Termination by Notice BUYER may terminate this Contract, effective as of the end of the Initial Term or any subsequent Contract Year, by giving written notice to the SELLER at least sixty (60) days prior to the end of such Initial Term or subsequent Contract Year. Specifically, said written notice is due on or before July 2 of the then-current Contract Year. SELLER may terminate this Contract, effective as of the end of the Initial Term or any subsequent Contract Year, by giving written notice to the BUYER at least one hundred eighty (180) days prior to the end of such Initial Term or subsequent Contract Year. Specifically, said written notice is due on or before March 4 of the then-current Contract Year. 4.3 BUYER's Right to Adequate Assurance If, during the Term of this Contract, the SELLER's ability to meet its obligations under this Contract becomes impaired to the point that BUYER has reasonable grounds for believing that SELLER may not be able to meet such obligations, then BUYER, by a written notice to SELLER, may require that SELLER provide adequate assurance that SELLER is able to continue to meet its obligations under this Contract. If such adequate assurance is not received by BUYER within ten (10) days from receipt of BUYER's request thereof, BUYER shall have the right to immediately reduce, by the amount in question, BUYER's obligation to purchase Product from SELLER. BUYER may obtain the amount of said reduction through purchases from third parties; such reduction to be reflected in a notice from BUYER to SELLER which thereupon shall become an amendment to this Contract. BUYER may subsequently restore its purchases of Product to the full amount provided for in this Contract at BUYER's sole discretion to be reflected in a notice from BUYER to SELLER which thereupon shall become an amendment to this Contract. -5-

August 31, 1995 5.0 QUANTITY 5.1 Contract Volume The Contract Volume of Product to be sold and purchased hereunder during the Term shall be one hundred (100) percent of BUYER's total Product requirements for such Term for its Roseton Plant. In this regard, during such Term, SELLER will deliver all amounts of the Product requested by BUYER for its Roseton Plant; but SELLER is not obligated to so deliver the Product in excess of the Contract Volume and BUYER will request from SELLER not less than seventy percent (70%) of the Contract Volume. In the event BUYER, from time to time during the Term of this Contract, seeks to purchase Product on the spot market to be used at the Roseton Plant; SELLER shall be entitled to submit a spot bid. All deliveries of Product shall be evenly spread over the Initial Term and subsequent Contract Year(s) unless otherwise agreed upon by the Parties and confirmed in writing. 5.2 The volumes shown are estimates of the Contract Volume for each month of the Initial Term. The volumes shown allow for gas firing. It is recognized that actual Product requirements may vary from said estimates.
MONTH SEPTEMBER 1995 OCTOBER NOVEMBER DECEMBER JANUARY 1996 FEBRUARY MARCH APRIL MAY JUNE JULY AUGUST TOTAL ESTIMATED CONTRACT VOLUME (Barrels) 0 0 400,000 400,000 400,000 400,000 400,000 200,000 0 0 200,000 200,000 2,600,000

-6-

August 31, 1995 5.3 BUYER shall furnish to SELLER by the fifth day of each calendar month during the TERM of the Contract, a written schedule of desired deliveries for the following three (3) months. Each schedule for the first month following shall include proposed five-day date ranges for deliveries. The parties will attempt in good faith to accommodate subsequent changes in deliveries to the extent mutually satisfactory. Each schedule for the second and third months following will indicate total volumes BUYER expects to request from SELLER during those months. Delivery parcels shall be 200,000 barrels plus or minus ten percent at SELLER's option. SELLER shall have a two (2) bottom option for each delivery nomination in which event no individual parcel shall be less than 70,000 barrels. 5.4 The quantity and quality of Product delivered or made available hereunder, and those characteristics necessary for quantity inspection (temperature and API gravity), shall be determined at the time of each delivery by an Inspector designated by BUYER and acceptable to SELLER, who, at such time, shall issue certificates showing the quantity and quality of Product delivered. The costs of the service of said Inspector will be shared equally by SELLER and BUYER. 5.5 Quantities of Product delivered shall be measured by comparing opening and closing gauges of BUYER's shore tanks into which the Product is delivered, in accordance with recognized petroleum industry standards applicable thereto. Temperature adjustments to 60 degrees F shall be made in accordance with Table 6B of ASTM-IP Petroleum Measurement Tables, ASTM Designation: D-1250, IP Designa- tion: 200, as supplemented or amended. Unless mutually agreed otherwise by the Parties, the then most recent revision of these tables at the time of use shall be utilized. -7-

August 31, 1995 6.0 TITLE, WARRANTIES AND RISK OF LOSS 6.1 SELLER warrants it will convey good title to the Product supplied hereunder, free and clear of all liens, special interests, encumbrances or any other interests of third parties whatsoever, and that the Product supplied hereunder will meet all the quality specifications of this Contract. 6.2 Title to and risk of loss for Product delivered to BUYER by SELLER shall pass from SELLER to BUYER as the Product passes through the Vessel's last flange connecting the permanent discharge manifold to the Terminal's mechanical arms or hose facility at the point of discharge at the Delivery Point. -8-

August 31, 1995 7.0 QUALITY 7.1 SELLER shall sell to BUYER Product which meets the quality specifications for one and one-half (1.5%) percent, one and three-tenths (1.3%) percent, one (1.0%) percent and three tenths (0.3%) percent maximum sulfur fuel as set forth in Attachment I-A, I-B, I-C and I-D (collectively termed "Attachment I") to this Contract, which are incorporated herein and made a part hereof. BUYER will not accept and will not allow discharge of any non- conforming Product and all costs associated with such non- conforming Product will be for SELLER's account. 7.2 SELLER shall notify BUYER by teletype, TWX, telegram or by other similar means of communication not more than twenty- four (24) hours or as soon as practical after each Vessel sails from its port of loading, specifying the name of Vessel, sulfur quality and quantity of Product and scheduled date of arrival at Delivery Point. SELLER shall provide BUYER by teletype, TWX, telegram or other similar means of communication at least twenty-four (24) hours prior to discharge, a copy of quality specifications of the Product certified by an Inspector based upon a loading port sample. If the sulfur as tested in this loading port sample is greater than or equal to 1.48% for 1.50% maximum sulfur Product then a second sulfur test on a second sample of the Product to be delivered must be performed and the results thereof communicated to BUYER prior to the discharge of Product at the delivery point. If the second test yields a sulfur test result at or below 1.5%, the Product will be accepted. Product tested greater than 1.5% sulfur on the second test will be rejected. If the sulfur as tested in the loading port sample is greater than or equal to 1.28 for 1.3% maximum sulfur Product or .985% for 1.0% maximum sulfur Product, then the same second sampling and sulfur testing provision will apply. Costs of the second sampling and testing will be shared equally by BUYER and SELLER. Upon arrival of the Vessel at the Delivery Point, the Inspector referred to in Subsection 5.4 herein shall obtain, by recognized industry procedures, a sample of the Product to be tested and a sample to be sealed and retained for ninety (90) days. The results of the tested sample shall be reported as specified in Subsection 5.4 -9-

August 31, 1995 herein. If there is any dispute as to the results of the quality analysis, the sealed sample of the delivery in question held by the Inspector, who inspected the Product upon arrival, shall be submitted to an independent laboratory, mutually agreeable to the Parties, whose determinations made in accordance with the test methods stated in Attachment I shall be final, binding and conclusive upon the Parties as to the disputed quality analysis. The cost of such testing shall be borne equally by the Parties. 7.3 BUYER shall have the right to require the removal and proper disposal by SELLER, at SELLER's cost, of any Product sold to BUYER by SELLER which is not in accordance with the Contract's quality specifications, whether the noncompliance is found during discharge, or whether BUYER, through Inspectors, or by other means, demonstrates to SELLER that the source of noncompliance is the Product, at any time after the delivery is made. If nonconforming Product is not removed by SELLER, at the end of seven (7) days from the date on which BUYER's written notice is received by SELLER, BUYER may have the Product removed at SELLER's expense. 7.4 Any delay to Vessel(s) caused by delivery of Product which proves to be nonconforming and removal and disposal of such nonconforming Product from tank(s) shall be to SELLER's account. If Product proves to be conforming, then such delay shall be to BUYER's account. 7.5 BUYER shall have the right by notice to SELLER, by teletype, TWX, telegram or other similar means for communication, to change the quality specifications set forth in Attachment I to other specifications, whether more or less restrictive, in order for BUYER to satisfy federal, state or local legal or regulatory requirements. SELLER shall make its best efforts to provide the required Product. However, if SELLER is not able, within thirty (30) days prior to the date BUYER requires such changed Product as specified in BUYER's notice to SELLER, to commit such Product to BUYER, then as of the date the Product is required by BUYER, BUYER may reduce BUYER's obligations to purchase from SELLER by the quantity of Product which SELLER does not make available as specified in BUYER's notice to SELLER and obtain the amount of such reduction through purchases from third parties; such reduction to be reflected in a notice from BUYER to SELLER which thereupon shall become an amendment to this Contract. - 10 -

August 31, 1995 8.0 DELIVERY 8.1 BUYER will provide a safe discharging berth, free of wharfage or dockage charges, to which Vessels may proceed and from which they may depart, and where they may lie safely afloat while discharging the Product. With assistance as necessary from BUYER's dockside personnel, it shall be the responsibility of SELLER to secure the Vessel to BUYER's berth prior to such discharging of the Product. Hoses, mechanical arms and hose adapters for discharging Product shall be furnished by BUYER at the Delivery Point without cost to SELLER. Such hoses or arms shall be connected to and disconnected from Vessel's permanent discharge manifold flange connection by BUYER. Vessel must have any adapters required to connect to BUYER's two (2) ten-inch flanges. Roseton Dock Limitations: - LOA - 890 Feet Maximum - Beam - No Restriction - Bow to Centerline Manifold - None - Water Depth in Berth - 36+ Feet MLW (Operational Draft 31 Feet MWH Channel at Haverstraw is Limiting) - Shore Connection - Two (2) ten-inch flanges - Docking is only permitted during the hours of 8 AM through 12 Midnight Eastern Time Zone (unless special arrangements are made with BUYER) 7 days per week. Notice of arrival must be given to the Roseton Plant personnel by SELLER or SELLER's agents at least 24 hours prior to actual arrival. 8.2 BUYER shall pay demurrage charges at Charter Party Rates per running hour and pro rata for any part of an hour for all time that discharging and used laytime exceed the laytime allowed BUYER under Subsection 8.4 herein. If deliveries are made by Time Charter Vessel, Charter Market Reports of Dietze, Inc., Stamford, Connecticut, or any recognized successor thereto, shall be accepted as evidence of the actual foregoing rates. If, however, demurrage is incurred at Delivery Point by reason of fire, explosion, storm, strike, lockout stoppage, restraint of labor or by breakdown of machinery and equipment in or about BUYER's terminal facilities or plants, the rate of demurrage shall be reduced to one-half per running hour and pro rata for part of an hour for demurrage so - 11 -

August 31, 1995 incurred. In the event SELLER's Vessel arrives at Delivery Point outside its agreed upon five-day date range and provided SELLER has not obtained BUYER's permission for such early or late arrival, and further provided such early or late arrival is not the fault of BUYER, no demurrage charges directly resulting from such early or late arrival will be applied against BUYER. In the event that such late arrival or departure results in demurrage being charged against BUYER by any Vessel making deliveries for another supplier to BUYER within that supplier's specified date range or time period agreed to by BUYER, SELLER will reimburse BUYER for such demurrages as may have been paid by BUYER which directly relate thereto. 8.3 Upon arrival of Vessel at the Delivery Point and upon obtaining by the SELLER of any and all governmental and/or port authority approval(s) required prior to discharge, the Master of the Vessel or his representative shall give notice to BUYER at Delivery Point that the Vessel is ready to dock, such notice of readiness to dock will only be accepted by BUYER during the hours of 8 AM through 12 Midnight Eastern Time Zone. Laytime shall commence upon the expiration of six (6) hours after tender of such notice and acceptance of the same by BUYER. The Vessel shall be deemed ready to discharge Product within the meaning of this clause only when all fast at BUYER's dock. 8.4 BUYER shall be allowed laytime of thirty-six (36) hours for each ship delivery of Product to the Delivery Point and twenty (20) hours laytime for each barge delivery. If Vessel's condition, personnel or facilities do not permit discharging in the time allowed, then the additional time necessary shall be added to BUYER's allowed laytime, and BUYER will be reimbursed for its direct costs incurred because of such delay. If the Vessel is delayed at the Delivery Point for Vessel's own purposes, laytime shall cease during such delay and if such delays do not permit discharging in the time allowed, then the additional time necessary shall be added to BUYER's allowed laytime, and BUYER will be reimbursed for its direct costs incurred because of such delay. In all other cases, laytime shall continue until the hoses or mechanical arms have been disconnected. If governmental regulations or regulations of the Vessel's owner prohibit berthing of Vessel or discharging of the Product during hours of darkness or inclement weather, the time lost shall not count as used laytime. - 12 -

August 31, 1995 BUYER's regulations currently restrict docking at Roseton to the hours of 8 AM to 12 Midnight Eastern Time Zone unless special arrangements are made with BUYER. 8.5 The Product shall be pumped out of Vessel at a maximum discharge pressure of 75 psig and minimum discharge pressure of 60 psig at the expense of SELLER and at the risk and peril of SELLER up to and including discharge of the Product through the Vessel's permanent discharge manifold flange connection, at which place delivery of the Product shall be taken by BUYER. 8.6 SELLER's Vessel shall depart promptly from the Delivery Point after completion of discharging unless it has received prior approval of BUYER. If any Vessel of SELLER fails to depart within six (6) hours of discharging Product, and BUYER is subjected to extra dockage or port charges of any type, then SELLER shall reimburse BUYER for such extra charges. Where a Vessel requests permission from BUYER to stay for an additional period, and as a result, stays beyond the time period specified in Subsection 8.4 herein, BUYER shall not be responsible to pay any demurrage charges relating to said permitted stay. 8.7 Demurrage claims must be accompanied by such supporting data as BUYER or SELLER may reasonably request. 8.8 In the event Product is spilled during the discharge of a Vessel delivering Product to BUYER hereunder or when the Vessel is in close proximity to BUYER's Terminal, BUYER may immediately take all measures it deems necessary and appropriate to prevent or mitigate resulting pollution damage. Any such measures taken by BUYER shall be at the expense of the Party or Parties responsible for such spill or discharge. After taking any such measures, BUYER shall promptly notify SELLER. In the event SELLER is notified of such spill, has knowledge of such spill or would reasonably be expected to have knowledge of the same, SELLER shall promptly undertake such measures as are necessary to prevent or mitigate resulting pollution damage. SELLER shall report immediately to the U.S. Coast Guard, other agencies as - 13 -

August 31, 1995 required, and to BUYER at the Roseton Plant, any such spillage at or in the proximity to the Delivery Point. SELLER will request that the Master of the Vessel undertake such measures as may be required on the Vessel, and that he assist BUYER in its actions to prevent or mitigate pollution damage. In the event SELLER is responsible for such spill or discharge and BUYER, as a result, becomes liable to any party to pay any amount related thereto, SELLER will reimburse BUYER as to the amount of such liability, including any legal, professional or other costs borne by BUYER. - 14 -

August 31, 1995 9.0 PRICE AND PAYMENT Price per barrel for Product delivered shall be calculated to four (4) decimal points and determined as follows: 9.1 The Product Contract price per barrel for 1.5% maximum sulfur Product shall be the xxxxx of the prices calculated using the following two formulas. A. 1. xx.xxxxx xx xxxxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 2. xx.xxxxx xx xxxxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 3. xx.xxxxx xx xxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 4. xx.xxxxx xx xxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 5. A fixed differential of $x.xxxx per Barrel. All the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. B. 1. xx.xxxxx xx xxxxxxxxxx New York Harbor Spot Cargo posting for No. 6 x.xx Sulfur xxxx 2. xx.xxxxx xx xxxxxxxxxx New York Harbor Spot Cargo posting for No. 6 x.xx Sulfur xxxx 3. A fixed differential of $x.xxx per Barrel. Both of the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. 9.2 The Product Contract price per Barrel for 1.3% maximum sulfur Product shall be the xxxxx of the prices calculated using the following two formulas: A. 1. xx.xx xx xxxxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 15 -

August 31, 1995 2. xx.xx xx xxxxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 3. xx.xx xx xxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 4. xx.xx xx xxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx 5. A fixed differential of $x.xxxx per Barrel. All the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. B. 1. xx.xx xx xxxxxxxxxx New York Harbor Spot Cargo posting for No. 6 x.xx Sulfur xxxx 2. xx.xx xx xxxxxxxxxx New York Harbor Spot Cargo posting for No. 6 x.xx Sulfur xxxx 3. A fixed differential of $x.xxx per Barrel. Both of the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. 9.3 The Product Contract price per Barrel for 1% maximum sulfur Product shall be the xxxxx of the prices calculated using the following two formulas: A. 1. xxx xx xxxxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xxx Sulfur xxxx 2. xxx xx xxxxx New York Harbor Cargo Low Spot posting for No. 6 x.xx Sulfur xxxx CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 16 -

Auugst 31, 1995 3. A fixed differential of $x.xxx per Barrel. Both of the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. B. 1. xxxx xx xxxxxxxxxx New York Harbor Spot Cargo posting for No. 6 x.xx Sulfur xxxx 2. A fixed differential of $x.xxx per Barrel. The above posting is based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. 9.4 The Product Contract price per Barrel for 0.3% maximum sulfur Product shall be the xxxxx of the prices calculated using the following formulas: A. 1. xxx xx xxxxxxx New York Harbor Cargo Mean HP (High Pour) Spot posting for No. 6 x.xx Sulfur xxxx 2. xxx xx xxxxxxxxxx New York Harbor HP (High Pour) Spot Cargo posting for No. 6 x.xx Sulfur xxxx 3. A fixed differential of $x.xxx per Barrel. Both of the above postings are based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. NOTE: Each Mean Spot posting shall xxx xxxxxx the associated low spot posting by xxxx than $x.xxx per Barrel. B. 1. xxxx xx xxxxx New York Harbor Cargo Mean Spot posting for No. 6 x.xx Sulfur HP (High Pour) xxxx CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 17 -

August 31, 1995 2. A fixed differential of $x.xxx per Barrel. The above posting is based on a xxxxx-xxx xxxxxxx at the time of delivery including xxx xx xxxxxxxxxxxx xx xxxxxxxxx, xxx xxxxx xx xxx xxx xxxxx. NOTE: Each Mean Spot posting shall not xxxxxx the associated low spot posting by xxxx than $x.xxx per Barrel. 9.5 SELLER shall invoice BUYER for Product delivered under this Contract as determined in Subsections 9.1., 9.2., 9.3. and 9.4. based on date of xxxxxxxxxxxx of discharge at BUYER's designated facilities. Attachment II, attached hereto specifies the posted prices to be used in accordance with Subsections 9.1.A., 9.1.B., 9.2.A., 9.2.B., 9.3.A., 9.3.B., 9.4.A. and 9.4.B. on days when prices are not posted solely due to such day being nonbusiness days when such prices are not normally posted. 9.6 In the event that delivery is made after the date range agreed upon by BUYER and SELLER, the Contract price shall be the xxxxx of the price based on actual date of commencement of delivery or the price should delivery have commenced on the last day of the 5-day date range. In the event that delivery is made before the date range agreed upon by BUYER and SELLER, the Contract price shall be the xxxxx of the price based on actual date of commencement of delivery or the price should delivery have commenced on the first day of the 5-day date range. 9.7 BUYER shall make payment in full by wire transfer of federal funds within xxxxxx xxx xxxx calendar days from date of commencement of discharge or within xxxxxxx xxxx calendar days of receipt of a correct invoice whichever is later. SELLER shall furnish BUYER a telecopy invoice and the petroleum Inspector's certificate indicating discharge volume for CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 18 -

August 31, 1995 deliveries by SELLER at the Roseton Terminal within three (3) days of completion of discharge. Invoices received after 4 PM Eastern Time Zone will be considered to be received on the following BUYER's business day. If the date payment is due falls on a Saturday or holiday, payment shall be made on the last New York State banking day prior to such date and if payment is due on a Sunday, or if due on a Monday which is a holiday, payment shall be made on the next following New York State banking day after such date. 9.8 BUYER shall notify SELLER of any disputed amount of any invoice, so that an attempt may be made to resolve the difference before the date payment is due. If BUYER and SELLER do not resolve such dispute before the payment due date, the amount of the invoice not in dispute shall be paid by BUYER on the due date. Payment of the disputed amount need not be made on the due date but shall be subject to adjustment upon final resolution of the disputed amount through good faith negotiation between BUYER and SELLER and any balance due paid after such adjustment. 9.9 If, as a result of the quality testing provided for in Section 7.0 it is determined that the combined volume of water and sediment is in excess of x.xx, then the Product quantity for invoicing shall be reduced by the percentage by which such combined water and sediment actual volume exceeds x.xx. 9.10 If at any time during the term of this Contract a Product reference price is not available for a particular sulfur grade of Product, then the reference price of such Product shall be determined by interpolating between published reference prices for the next immediately higher and lower sulfur grades of Product in the ratio, proportional to the higher and lower sulfur grades required to achieve the blend of the Product reference grade. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 19 -

August 31, 1995 9.11 If during the Term of this Contract xxxxxxx and/or xxxxx and/or xxxxxxxxxx ceases to publish New York Harbor Spot prices, the Parties hereto agree to negotiate to find an acceptable substitute price mechanism within forty-five (45) days after the last accurate price publication. During the negotiating period, the price for the Product will be based upon xxxxxxxxx xxxxxxxxx xxxx xxxxxx xxxxxx. Said price shall be subject to adjustment to the pricing derived using the new formula(s) agreed upon through negotiation. If agreement cannot be reached or a substitute price mechanism, then either Party, upon thirty (30) days' written notice to the other may terminate this Contract. 9.12 This Fuel Oil Supply Contract shall supersede and replace in its entirety the prior Fuel Oil Supply Contract between the Parties dated September 1, 1992, as amended, and assigned to Seller by Assignment and Assumption Agreement dated June 28, 1994. Notwithstanding the foregoing, the obligations of each Party which, by their nature, are to be performed following the end of the Term of the prior Contract and all the rights of each Party which, by their nature, may be exercised following the Term of the prior Contract shall be deemed to survive the termination of the prior Contract. 9.13 If, as a result of the quality testing provided for in Section 7.0, it is determined that the xxxxxxxx xxxxxxx xxxxxxxx xxxx xxxxxxx xxxxx of the Product sold to BUYER by SELLER is more than or less than the minimum guaranteed heating value specified in the quality specifications contained in Attachment I, then BUYER shall apply the following formula for calculation of credit due BUYER from SELLER or of premium due SELLER from BUYER: xxxxxxxx xxxxxxxx xxxxxxxxxxxx =
xxxxxxxx xxxxxxx xxxxxxxx xxxx xxxxxxx xxxxx xxxxxxx xxxxxxxxxx xxxxxxx xxxxx

X

xxxxxxxx xxxxxxx xxxxxxxx xxxx xxxxxxxx xxxxxxxxxxxx

CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 20 -

August 31, 1995 xxx xxxxxxxx xxxxxxxx xxxxx xxx xxxxxxx xxxxxxx xxx xx xxxx xxx xxxxxxx xxxxxx xxxxxxxxxxx xxxx xxx xxxxxxxxxx xxxxx xxx xxxxxxx xxxxxxxxxx, will be applied against the total Contract quantity of Product sold to BUYER by SELLER during the Contract Term in question. The difference between this result and the actual total amount paid by BUYER for deliveries of Product made during the xxxxxxxx xxxx shall be credit due BUYER by SELLER if the weighted average contract term heating value of the Product sold to BUYER by SELLER is less than minimum guaranteed heating value or premium due SELLER from BUYER if the weighted average contract term heating value of the Product sold to BUYER by SELLER is more than the minimum guaranteed heating value. In no case shall premium, if any, due SELLER from BUYER under this Contract exceed the amount of the final settlement of the heating value deficiency accumulated during the prior Contract. If, as a result of the quality testing provided for in Section 7.0, it is determined that the weighted average contract term heating value of the Product sold to BUYER by SELLER is xxxx xxxx xx xxxx xxxx the minimum guaranteed heating value specified in the quality specifications contained in Attachment I, then the net xxxxxx xx xxxxxxx shall be carried forward to the next succeeding Contract Year. Final settlement of any net credit or premium due BUYER from SELLER or vice versa shall be determined and paid, as provided for herein, upon final termination of the Contract. 9.14 If it is determined that the sulfur content of any Product sold to BUYER by SELLER is greater than the sulfur content agreed to by BUYER, the BUYER shall have the right to require that the nonconforming Product be removed at SELLER's expense as described in Subsection 7.3. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 21 -

August 31, 1995 9.15 Computations made with respect to the adjustment specified in Subsection 9.13 shall be paid by BUYER (if a premium) or SELLER (if a credit) within thirty (30) days of receipt of BUYER's or SELLER's invoice based upon which Party is owed an adjustment. Should SELLER fail to make payment within said thirty (30) days, BUYER may, as a non- exclusive remedy, deduct amount due BUYER from any payment due to SELLER. - 22 -

August 31, 1995
10.0 10.1 INDEMNIFICATION SELLER agrees to furnish the Product as an independent contractor and not as a subcontractor, agent or employee of BUYER. BUYER does not retain any control or direction over SELLER, its employees or subcontractors, or over the detail, manner or methods of the performance of SELLER's obligations under the Contract. Each Party hereto shall indemnify and hold harmless the other Party, its employees and agents against any and all claims, liability, cost or expense including, without limitation, damages for personal injury or property damage incurred with respect to the deliveries of Product by SELLER pursuant to this Contract, which that Party, its employees and agents, individually or collectively, may suffer by reason of any act or omission of the indemnifying Party, its employees or agents, including, without limitation, the negligence of the indemnifying party or any of its employees or agents to observe or comply with any of that party's duties or obligations under this Contract or any failure to comply with or observe any laws, ordinances, codes, orders, rules or regulations applicable to it, or the failure of that Party to comply with any appropriate safety and handling precautions.

10.2

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August 31, 1995
11.0 11.1 FORCE MAJEURE AND NONPERFORMANCE Performance of this Contract by each Party shall be pursued with due diligence in all requirements hereof; however, neither Party shall be liable to the other for any loss or damage for delay or for nonperformance (including the payment of monies) due to causes not reasonably within its control including, but not limited to, acts of civil or military authority (including, but not limited to, courts or administrative agencies), acts of God, war, riot or insurrection, inability to obtain any required permits or license, blockades, embargoes, sabotage, epidemics, fires, floods, strikes, lockouts or other labor disputes or difficulties. In the event of any delay or nonperformance caused by any of the forces described in Subsection 11.1, the Party affected shall,on the next business day, promptly notify the other Party verbally and within two business days provide the other Party with teletype, TWX, telegram or other written confirmation of the nature, cause, date of commencement and the anticipated extent of such delay or nonperformance. If SELLER's performance is not resumed within (30) days of such notice and BUYER believes its Product requirements are not going to be met, BUYER may take such steps as it deems necessary to obtain Product, including contracting with other suppliers of Product during the period of SELLER's nonperformance, and BUYER shall have no obligation to make up such deficiencies from SELLER at a later time. If federal, state or local laws or ordinances, or rules, or Roseton Plant fuel requirements or the fuel requirements of any nearby power plant restrict or prohibit or otherwise render unsuitable or undesirable BUYER's use of the Product as fuel for its Roseton Plant, BUYER shall have the right to reduce the quantity of Product deliverable under this Contract

11.2

11.3

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August 31, 1995 without penalty. The amount of such quantity reduction which BUYER may elect during any Contract Year shall be up to the amount of Product to which any such restriction, prohibition, or reduction in use applies, and shall be equally proportioned among all of BUYER's contract Product suppliers for its Roseton Plant. - 25 -

August 31, 1995
12.0 12.1 COMPLIANCE WITH LAWS, REGULATIONS, CODES AND STANDARDS BUYER shall have the responsibility of complying with all applicable laws, rules, regulations, codes and standards of all federal, state, local and municipal governmental agencies having jurisdiction over the operation or maintenance of the facilities and equipment used in carrying out its obligations hereunder; including but not limited to, applicable environmental regulations governing the maximum sulfur content of the Product, the Federal Water Pollution Control Act Amendments of 1972, all applicable rules and regulations issued by the U.S. Coast Guard and all applicable New York State statutes and regulations. SELLER shall have the responsibility of complying with all applicable laws, rules, regulations, codes and standards of all federal, state, local and municipal governmental agencies having jurisdiction over the operation or maintenance of the Vessels, facilities and equipment used in carrying out its obligations hereunder including, but not limited to, applicable environmental regulations governing the maximum sulfur content of the Product, the Federal Water Pollution Control Act Amendments of 1972 all applicable rules and regulations issued by the U.S. Coast Guard and all applicable New York State statutes, rules and regulations.

- 26 -

August 31, 1995
13.0 13.1 TAXES SELLER shall be responsible, with the exception of the socalled "Petroleum Business Tax" (New York Tax Law Article 13-A), relating to the performance of this Contract, currently (June 1, 1995) imposed at a rate of 7.02 cent per gallon of Product delivered for which BUYER will provide to SELLER a direct payment permit, New York State Sales Tax for which BUYER is to provide SELLER with a sales tax exemption certificate, and the so-called "Spill Tax" (New York Navigation Law Article 12) which currently imposes a license fee of $.04 per barrel and a surlicense fee of $.0425 per barrel which total $.0825 per barrel, for any and all taxes, assessments, excises, and other governmental charges now in existence (hereinafter collectively referred to as "taxes") arising from the performance of SELLER's obligation under this Contract including, but not limited to, income taxes, unemployment insurance, old age benefits, retirement benefits, life pensions, annuities, and business licenses. SELLER shall comply with all laws relating to such taxes and shall maintain suitable forms, books, and records connected therewith. Should any tax or fee for which either Party is responsible be increased, decreased or replaced by similar taxes, the Parties agree to promptly renegotiate the price schedule as listed in Section 9.0, only as it may relate to such increase or decrease in such tax or fee. In this regard BUYER and SELLER shall, in good faith, endeavor to agree to a revised price schedule except as the same may be restricted by law. However, notwithstanding the foregoing, the Parties agree that their intention is that SELLER is not to either: a. Absorb a tax, fee or charge of any kind as the result of action by any federal,

- 27 -

August 31, 1995 state or local governing body or agency including action which prohibits the pass-thru of a retroactively passed tax, fee or charge, or b. Benefit as the result of action by a federal, state or local governing body or agency. In the event either (a) or (b) occurs as described above, the Parties agree to promptly meet and negotiate in good faith appropriate changes to contract terms and conditions to compensate the injured party. In the event the Parties fail to agree, either Party may terminate this Contract upon ninety (90) days' written notice to the other. - 28 -

August 31, 1995
14.0 14.1 PROPRIETARY INFORMATION SELLER and BUYER have a proprietary interest in the Contract. Accordingly, the Contract shall not be disclosed in whole or in part by either Party, its agents or employees to third parties without the prior written consent of the other Party; provided, however, that nothing contained in this Section 14.0 will be construed to prevent either Party from enforcing any rights created by this Contract. Notwithstanding Subsection 14.1, the Parties shall have the right to disclose such proprietary information to any governmental or regulatory authority having or purporting to have jurisdiction to require such disclosure, but shall exert reasonable effort to secure confidential treatment of any proprietary information so provided.

14.2

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August 31, 1995
15.0 15.1 NONWAIVER Failure of the Parties to insist upon strict performance of any provisions hereof, or failure or delay in exercising any rights or remedies provided herein or by law, or the acceptance of payment for the Product or any combination thereof, shall not release the Parties from any obligations under this Contract and shall not be deemed a waiver of the Parties' right to insist upon strict enforcement hereof, or of any right or remedies made available under this Contract or by law, nor shall any purported oral modification or recision of this Contract by any employee or agent of the Parties operate as a waiver of any of the provisions hereof.

- 30 -

August 31, 1995
16.0 16.1 EFFECT OF SECTION HEADINGS Section headings appearing in this Contract are inserted for convenience only, and shall not be deemed to establish, modify or affect the rights and obligations of the Parties to this Contract.

- 31 -

August 31, 1995
17.0 17.1 APPLICABLE STATE LAW The rights, obligations and remedies of the Parties as specified under this Contract shall be interpreted in accordance with and governed by, in all respects, the laws of the State of New York.

- 32 -

August 31, 1995
18.0 18.1 ASSIGNMENT Except as otherwise provided in this Section 18.0, this Contract shall not be assigned, delegated or otherwise disposed of by either of the Parties without the prior written consent of the other. Subject to the provisions of the Federal Bankruptcy Code, this Contract shall not be deemed an asset of either Party and, upon five (5) days prior written notice, either Party may terminate the Contract without penalty at any time during which the other Party is in any voluntary or involuntary receivership, bankruptcy, or insolvency proceedings.

18.2

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August 31, 1995
19.0 19.1 NOTICES AND CORRESPONDENCE All notices required hereunder or correspondence pertaining to or affecting the provisions of this Contract shall be by teletype, TWX, telegram or in writing and, if in writing, either delivered by hand or sent by certified or registered mail, return receipt requested, to the Parties at the following addresses: 19.1.1 Mailed to BUYER: Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, NY 12601-4879 Attention: Fuels Buyer 19.1.2 Delivered to BUYER: Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, NY 12601-4879 Attention: Fuels Buyer 19.1.3 Mailed to SELLER:

Montello Oil Corporation 800 South Street Box 9161 Waltham, MA 02254-9161 Attention: Vice President - Marketing and Manager - - Residual Fuels 19.1.4 Delivered to SELLER: Montello Oil Corporation 800 South Street Box 9161 Waltham, MA 02254-9161 Attention: Vice President - Marketing and Manager

- - Residual Fuels 19.2 If either Party changes its address, that Party shall give prompt written notice of the change to the other Party. - 34 -

August 31, 1995
19.3 All notices shall be deemed given on the date the Party, to whom such notices are addressed, received or refused the same.

- 35 -

August 31, 1995
20.0 20.1 ARBITRATION Whenever a dispute arises between the Parties concerning this Contract or any of the obligations hereunder, the Parties shall use their best efforts to resolve the dispute by mutual agreement. In the event the Parties cannot reach such mutual agreement and both Parties agree in writing to arbitrate the dispute, then the arbitration shall be conducted in accordance with the Commercial Rules of Arbitration or the American Arbitration Association then in effect. The decision of the arbitrators with respect to such issues shall be reduced to writing with a full explanation of its factual and legal basis and shall be rendered within thirty (30) days after all evidence and arguments have been submitted. There shall be three arbitrators. The Party demanding arbitration shall inform the other Party of the name of its arbitrator and the Party receiving demand shall, within twenty (20) calendar days thereafter, name its arbitrator. The two arbitrators so designated shall choose a third. In the event that the Party receiving demand for arbitration fails to name an arbitrator within the time specified, then an arbitrator shall be named by the Chief Judge, United States District Court, Southern District of New York. The Parties shall share equally the expenses of the impartial arbitrator's fee and shall each pay for their own costs and expenses incurred and resulting from arbitration.

- 36 -

August 31, 1995
21.0 21.1 COMPLETE AGREEMENT This written Contract is intended as the final, complete and exclusive statement of the terms of the agreement between the Parties. The Parties agree that parol or extrinsic evidence may not be used to vary or contradict the express terms of this Contract and that recourse may not be had to alleged prior dealings, usage of trade, course of dealing, or course of performance to explain or supplement the express terms of this Contract. This Contract shall not be amended or modified, and no waiver of any provision hereof shall be effective, unless set forth in a written instrument authorized and executed with the same formality as this Contract.

- 37 -

August 31, 1995
22.0 22.1 EMPLOYEE INTEREST Seller represents to Buyer that Seller has not given and will not give, directly or indirectly, anything of value to any employee or other representative of Buyer with the view of securing this Agreement or obtaining favorable treatment with respect to the performance of this Agreement. If such representation is untrue, or becomes untrue, Buyer shall have the right to declare this Agreement null and void or to terminate it, to sue for damages and to take such other action as may be provided by law. If Seller obtains knowledge at any time that any such employee has a direct or indirect interest in Seller or its affiliates, (excluding routine purchases in the open market by such employee of securities issued by Seller or its parent corporations) it will immediately inform Buyer of such fact.

- 38 -

August 31, 1995
23.0 23.1 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES Each Party warrants and represent to the other that: (i) it has all requisite power, authority, licenses, permits, permissions, approvals and franchises, corporate or otherwise, to execute and deliver this Contract and perform its obligations hereunder; its execution, delivery, and performance of this Contract has been duly authorized by, or is in accordance with its organic instruments, this Contract has been duly executed and delivered for it by the signatories so authorized, and this Contract constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights in general and by general principles of equity; its execution, delivery, and performance of this Contract will not result in a breach or violation of, or constitute a default under, any contract, lease or instrument to which it is a party or by which it or its properties may be bound or affected; and it has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any applicable laws, ordinances, regulations, rules, decrees, awards, permits or orders which would materially adversely affect its ability to perform hereunder.

(ii)

(iii)

(iv)

- 39 -

August 31, 1995 IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed by their duly authorized officers, effective as of the date specified in Section 1.0. MONTELLO OIL CORPORATION
WITNESS AS TO (SELLER): BY (SGD.) ALFRED SLISKA ALFRED SLISKA _____________________

DATE September 20, 1995 CENTRAL HUDSON GAS & ELECTRIC CORPORATION FOR ITSELF AND AS AGENT FOR CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., AND NIAGARA MOHAWK POWER CORPORATION

ATTEST AS TO (BUYER):

BY

SECRETARY

(SGD.) PAUL J. GANCI PAUL J. GANCI PRESIDENT AND CHIEF OPERATING OFFICER

DATE - 40 -

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT I-A NO. 6 RESIDUAL FUEL OIL 1.5% SULFUR SPECIFICATIONS
ASTM TEST Sulfur (X-Ray)-Wt % Gravity, degree API Flash Point, degree F Visc. SSF @ 122 degree F Pour Point, degree F Water Content, Vol. % Sediment, Vol. % Con Carbon, Wt % Vanadium, PPM Ash, Wt % Heating Value, Btu./Gallon Sodium D-2622/D-4294 D-287 D-93 D-445 D-97 D-95 D-473 D-189/D-4530 D-2788 D-482

MINIMUM -10.5 150 35 -------

MAXIMUM 1.5 25 -xxx xx x.x x 0.4 * 16** 300 0.1

D-240 D-2788

151,750 *** --

-75

Product must not contain petrochemical wastes or residues, chemicals, including but not limited to caustics and acids, tar bottoms, styrenes, olefins, or any matter foreign to No. 6 residual fuel oil. Product must have a marketable odor of residual fuel oil. * xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx. ** Weighted annual average and weighted average of two consecutive deliveries not to exceed 13%. *** Weighted average for Contract Term. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 41 -

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT I-B NO. 6 RESIDUAL FUEL OIL 1.3% SULFUR SPECIFICATIONS
ASTM TEST Sulfur (X-Ray)-Wt % Gravity, degree API Flash Point, degree F Visc. SSF @ 122 degree F Pour Point, degree F Water Content, Vol. % Sediment, Vol. % Con Carbon, Wt % Vanadium, PPM Ash, Wt % Heating Value, Btu./Gallon Sodium D-2622/D-4294 D-287 D-93 D-445 D-97 D-95 D-473 D-189/D-4530 D-2788 D-482

MINIMUM -10.5 150 35 -------

MAXIMUM 1.3 25 -xxx xx x.x x 0.4 * 16** 300 0.1

D-240 D-2788

151,750 *** --

-75

Product must not contain petrochemical wastes or residues, chemicals, including but not limited to caustics and acids, tar bottoms, styrenes, olefins, or any matter foreign to No. 6 residual fuel oil. Product must have a marketable odor of residual fuel oil. * xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx. ** Weighted annual average and weighted average of two consecutive deliveries not to exceed 13%. *** Weighted average for Contract Term. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 42 -

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT I-C NO. 6 RESIDUAL FUEL OIL 1% SULFUR SPECIFICATIONS
ASTM TEST Sulfur (X-Ray)-Wt % Gravity, degree API Flash Point, degree F Visc. SSF @ 122 degree F Pour Point, degree F Water Content, Vol. % Sediment, Vol. % Con Carbon, Wt % Vanadium, PPM Ash, Wt % Heating Value, Btu./Gallon Sodium D-2622/D-4294 D-287 D-93 D-445 D-97 D-95 D-473 D-189/D-4530 D-2788 D-482

MINIMUM -10.5 150 35 -------

MAXIMUM 1.0 25 -xxx xx x.x x 0.4 * 16** 300 0.1

D-240 D-2788

151,750 *** --

-75

Product must not contain petrochemical wastes or residues, chemicals, including but not limited to caustics and acids, tar bottoms, styrenes, olefins, or any matter foreign to No. 6 residual fuel oil. Product must have a marketable odor of residual fuel oil. * xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx. ** Weighted annual average and weighted average of two consecutive deliveries not to exceed 13%. *** Weighted average for Contract Term. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 43 -

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT I-D NO. 6 RESIDUAL FUEL OIL 0.3% SULFUR SPECIFICATIONS
ASTM TEST Sulfur (X-Ray)-Wt % Gravity, degree API Flash Point, degree F Visc. SSF @ 122 degree F Pour Point, degree F Water Content, Vol. % Sediment, Vol. % Con Carbon, Wt % Vanadium, PPM Ash, Wt % Heating Value, Btu./Gallon Sodium D-2622/D-4294 D-287 D-93 D-445 D-97 D-95 D-473 D-189/D-4530 D-2788 D-482

MINIMUM -10.5 150 35 -------

MAXIMUM 0.3 25 -xxx xxx x.x x 0.4 * 13** 300 0.1

D-240 D-2788

147,000 *** --

-75

Product must not contain petrochemical wastes or residues, chemicals, including but not limited to caustics and acids, tar bottoms, styrenes, olefins, or any matter foreign to No. 6 residual fuel oil. Product must have a marketable odor of residual fuel oil. * xxxxxxxx xx xx xxxxxxxx xxx xxxxxxxx xxxxxx xx xxxxx xxx xxxxxxxx xx xxxxxx xx x.xx xxxxxxxxxxx x.xx. ** Weighted annual average and weighted average of two consecutive deliveries not to exceed 10%. *** Weighted average for Contract Term. CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN "X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. - 44 -

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT II Posted prices to be used in accordance with Subsections 9.1a., 9.1b., 9.2a., 9.2b., 9.3a., 9.3b., 9.3c. and 9.4a. on days when prices are not posted solely due to such days being non- business days. 1. Prices for Saturday and Sunday when Friday or Monday is not a holiday. Saturday - use preceding Friday price. Sunday - use following Monday posted prices. 2. Prices for Friday, Saturday and Sunday when Friday is a holiday. Friday - use preceding Thursday price. Saturday - use preceding Thursday price. Sunday - Use following Monday posted prices. 3. Prices for Saturday, Sunday and Monday when Monday is a holiday. Saturday - use preceding Friday price. Sunday - use following Tuesday price. Monday - use following Tuesday posted prices. 4. Prices for Tuesday when Tuesday is a holiday. Tuesday - use preceding Monday posted prices. 5. Prices for Wednesday when Wednesday is a holiday. Wednesday - use following Thursday posted prices. 6. Prices for Thursday when Thursday is a holiday. Thursday - use preceding Wednesday posted prices. - 45 /PAGE

DAY THURSDAY

DATE 3

CENTRAL HUDSON GAS & ELECTRIC CORPORATION ATTACHMENT II PAGE 2 EXAMPLE OF PRICES FOR HOLIDAYS AND WEEKENDS HOLIDAY NO FRIDAY MONDAY TUESDAY WEDNESDAY HOLIDAY 4 7 8 9 Actual Actual Actual Actual Actual Postings Postings Postings Postings Postings Actual Postings Fri. 4 Postings Mon. 7 Postings Actual Postings Actual Postings Actual Postings Actual Postings Actual Postings Thurs. 3 Postings Thurs. 3 Postings Mon. 7 Postings Actual Postings Actual Postings Actual Postings Actual Postings Actual Postings Actual Actual Postings Postings Fri. 4 Fri. 4 Postings Postings Tues. 8 Mon. 7 Postings Postings Tues. 8 Actual Postings Postings Actual Mon. 7 Postings Postings Actual Postings Actual Postings Actual Postings Actual Postings Actual Postings Fri. 4 Postings Mon. 7 Postings Actual Postings Actual Postings Thurs. 10 Postings Actual Postings Actual Postings

THURSDAY 10 Actual Postings Actual Postings Fri. 4 Postings Mon.7 Postings Actual Postings Actual Postings Actual Postings Wed. 9 Postings Actual Postings

FRIDAY

4

SATURDAY

5

SUNDAY

6

MONDAY

7

TUESDAY

8

WEDNESDAY 9 THURSDAY 10

FRIDAY

11

Actual Actual Postings Postings

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Exhibit (99)(i)5 NEW YORK STATE DEPARTMENT OF ENVIRONMENTAL CONSERVATION In the Matter of the Development ORDER ON CONSENT and Implementation of a Former Index #D3-000195-06 Manufactured Gas Plant (MGP) Sites Investigation and Remediation Program by Central Hudson Gas & Electric Corporation WHEREAS: 1. The New York State Department of Environmental Conservation (the "Department") is responsible for enforcement of the Environmental Conservation Law, which INTER ALIA, requires the Department to carry out the environmental policy of the State set forth of the ECL 1-0101. ECL 3-0301.1. 2. Central Hudson Gas & Electric Corporation ("Respondent") is a business corporation organized under the laws of the State of New York. 3. Respondent owns a former manufactured gas plant ("MGP") located on South Water Street in the City of Newburgh, Orange County, New York at which coal tar and associated hazardous substances ("MGP wastes") may have been disposed at various times in the past by Respondent or its predecessors or affiliates (the "Site"). 4. On May 26, 1995, the City of Newburgh (the "City") filed a complaint in the United States District Court in the Southern District of New York, alleging that MGP wastes have been released from Respondent's former MGP in violation of law and that the alleged releases have occurred on and under a City right of way and City property (the "City lawsuit"). The City has demanded in its complaint that such releases cease, that a City right of way and City property be remediated and that the City recover from Respondent damages and penalties. 5. The Department's authority to require abatement and remediation of releases of, INTER ALIA, hazardous substances as that term is defined in 42 USC 9601(14), including MGP wastes, that are in violation of law or that exceed, or that cause an exceedance of, State environmental quality standards (as those set forth in 6 NYCRR Part 703) ("hazardous substances"), is varied, including, but not limited to, ECL 1-0101, 3-0301, 71- 1929, 712703, and 71-2705. In addition, the Department has the power, INTER ALIA, to provide for the prevention and abatement of all water, land, and air pollution caused by, INTER ALIA, the release of hazardous substances into the environment. ECL 3- 0301.1.i. Furthermore, the Department has authority to require abatement and remediation of significant threats to the public health or the environment caused by threatened releases of hazardous substances that are hazardous wastes as that term is defined in ECL 27-1301. 6. The Department and Respondent agree that the goals of this Order are for Respondent to (i) develop and implement a Remedial Investigation ("RI") and prepare a Feasibility Study ("FS"); (ii) remediate the Site, and to remediate off-Site areas to the extent Respondent is responsible, if the Department determines there is a need for remediation, on a schedule and to an extent acceptable to the Department, including authorizing Respondent to develop and implement Interim Remedial Measures ("IRMs") that the Department determines to be appropriate; and (iii) pay for the State's reasonable administrative and oversight costs associated with implementation of this Order. 7. Respondent, without admitting or denying the Department's authority to require investigation and remediation of hazardous substances at, or associated with, the Site and having waived its right to a hearing herein as provided by law, and having consented to the issuance and entry of this Order, agrees to be bound by its terms. Respondent consents to and agrees not to contest the authority or jurisdiction of the Department to issue or enforce this Order; and agrees not to contest the validity of this Order or its terms. However, should the Department request that this Order be revised, Respondent reserves all of its rights provided by law and the New York Environmental Conservation Law. NOW, having considered this matter and being duly advised, IT IS ORDERED THAT: I. INITIAL SUBMITTALS

The Department acknowledges having received before the issuance of this Order two studies, "Phase I Investigation" prepared by EA Science and Technology, dated January 1987 and "Phase II Investigation Report, Former Coal Gasification Plant Site Newburgh Site" prepared by Blasland, Bouck & Lee for Respondent, dated December 1988, revised September 1989. No later than 30 days after the effective date of this Order, Respondent shall submit to the Department any other data and information it has in its possession respecting the Site. The other data and information shall include, to the extent known and in Respondent's possession: A. A brief history and description of the Site, including operations, facilities, and equipment and the types, quantities, physical state, location, and, if applicable, dates of disposal of hazardous substances, including methods of disposal and spillage of such substances: B. A comprehensive list and copies of all existing relevant reports and memoranda with titles, authors, and subject matter, as well as a description of the results of all previous investigations of the Site and areas in the vicinity of the Site, including copies of all available plans, drawings, topographic and property surveys, engineering studies and surface and aerial photographs; and C. An 8.5 inch by 11 inch portion of a United States Geological Survey topographic map of the Site which contains the name of the quadrangle and an arrow indicating the orientation of a northern compass point. If any of the data or information is contained in documents concerning which a claim of privilege may be asserted, including such claims of privilege relating to the City lawsuit, Respondent shall provide such data and information but need not disclose the privileged mental impressions, conclusions, opinions, or legal theories of counsel or Respondent's staffs request for same, as provided under applicable New York State law. II. PERFORMANCE AND REPORTING OF REMEDIAL INVESTIGATION A. 1. An outline for an RI/FS work plan is approved by the Department and is attached to, and is incorporated into, this Order as Exhibit "A". 2. Within 45 days after the effective date of this Order, Respondent shall submit to the Department and to the City a chronological description of the anticipated RI activities together with a schedule for the performance of those activities and, within 90 days after the effective date of this Order, shall submit to the Department and to the City a work plan for the Site and other areas of investigation that is consistent with Exhibit "A" and that shall incorporate all appropriate elements of an RI/FS as set forth in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 ("CERCLA") [42 USC 9601 ET SEQ.], as amended; the National Contingency Plan ("NCP") of March 8, 1990 [40 CFR Part 300]; the USEPA guidance document entitled "Guidance for Conducting Remedial Investigations and Feasibility Studies under CERCLA," dated October 1988 and any subsequent revisions to that guidance document in effect at the time the RI/FS Work Plan is submitted; and appropriate USEPA and Department technical and administrative guidance documents (the "RI/FS Work Plan"). Respondent may request that certain requirements contained in the items listed in the preceding sentence not be followed because they are unnecessarily and needlessly burdensome for obtaining additional data at the Site and other areas of investigation. The Department shall not unreasonably deny such requests when reviewing Respondent's RI/FS Work Plan. B. In accordance with the schedule contained in the Site's Department-approved RI/FS Work Plan, Respondent shall commence the Site's Remedial Investigation. C. Respondent shall perform the Remedial Investigation in accordance with the Site's Department-approved RI/FS Work Plan. D. During the performance of the Site's Remedial Investigation, Respondent shall have at the Site and at other areas covered by the Remedial Investigation a full-time representative who is qualified to supervise the work done. Respondent's designated representative may be a qualified employee of a consultant or contractor. E. In accordance with the schedule contained in the Site's Department-approved RI/FS Work Plan, Respondent shall prepare a Remedial Investigation Report that shall: 1. include all data generated and all other information obtained during the remedial investigation of the Site and other areas covered by the Remedial Investigation;

2. identify any additional data that must be collected; and 3. provide all appropriate assessments and evaluations set forth in CERCLA, the NCP, and the guidance documents identified in Subparagraph II.A.2 of this Order; and 4. include a certification by the individual or firm with primary responsibility for the day to day performance of the Remedial Investigation at the Site and other areas of investigation that all activities that comprised the Remedial Investigation were performed in full accordance with the Department-approved RI/FS Work Plan. III. FEASIBILITY STUDY A. 1. Upon review and approval of the Remedial Investigation Report, the Department shall determine whether hazardous substances found at the Site and other areas of investigation that have migrated from or otherwise originated from the Site (the "hazardous substances at issue") constitute a significant threat to the environment. Such determination shall be in writing and provided to Respondent and the City. 2. Within 150 days after receipt of the Department's approval of the Remedial Investigation Report, Respondent shall submit to the Department and to the City a Feasibility Study evaluating on-Site and off-Site remedial actions to eliminate, to the maximum extent practicable, all health and environmental hazards and potential hazards attributable to disposal or release of hazardous substances at issue. Such evaluation may include remediation cleanup levels based upon a site-specific risk assessment that shall consider a range of exposure scenarios and assumptions that take into account the form, nature, biodegradation, fate, and transport of the contaminants present, available toxicological data that are based upon generally accepted and peer-reviewed scientific evidence or methodologies, and current and expected future uses of the Site and other areas covered by the Remedial Investigation, which may include appropriate institutional controls. The site-specific risk assessment shall be consistent with guidance and regulations for exposure assessment developed by the United States Environmental Protection Agency pursuant to CERCLA and other statutory authorities as applicable; and any proposed remediation cleanup level based upon a site-specific risk assessment shall be protective of the public health and safety and of the environment. In the event that Respondent intends to undertake such evaluation using a Site-specific risk assessment, Respondent shall submit such risk assessment to the Department and to the City for their respective review no later than 90 days before Respondent shall be required to submit the Feasibility Study. Unless the Department determines that such risk assessment is not consistent with the expected future uses of the Site, the City's property, or other covered areas and or not consistent with peer- reviewed scientific evidence or methodologies, or appropriate guidance and regulations--in which case, the Department shall provide Respondent with a written explanation of the basis for such a determination--the Site-specific risk-based remediation cleanup level determined by application of the risk assessment shall be approved by the Department and shall be used for purposes of selecting the remedial alternative for the Site and other areas covered by the Remedial Investigation. Such evaluation also shall take into account any and all Department- approved IRMs that were implemented at the Site and other areas covered by the Remedial Investigation. The Feasibility Study shall be prepared by and have the signature and seal of a professional engineer who shall certify that the Feasibility Study was prepared in accordance with this Order. B. Respondent shall perform and prepare the Feasibility Study in accordance with the Department-approved RI/FS Work Plan in a manner consistent with appropriate sections of CERCLA, the NCP, and the guidance documents identified in Subparagraph II.A.2 of this Order. C. 1. Within 30 days after the Department's approval of the Feasibility Study, Respondent shall cooperate and assist the Department in soliciting public comment on the RI/FS and the proposed remedial action plan identified therein, in accordance with appropriate provisions of CERCLA, the NCP, the guidance documents identified in Subparagraph II.A.2. of this Order, and with any Department policy and guidance documents in effect at the time the public comment period is initiated. 2. The Department shall afford Respondent and the City an opportunity to review and comment upon the proposed remedial action plan before its release to the public using the following procedure: the Department shall prepare a proposed remedial action plan and shall mail a copy of same to Respondent and to the City at least fifteen business days before the scheduled date of publication of the notice of availability of the document. Respondent and the City shall have ten business days to meet with the Department to discuss it. In the event that Respondent disputes the proposed remedial action plan within that ten day period, it may request in writing a resolution of its dispute using the procedures contained in Subparagraph XVI.A of this Order. Any resolution of

this dispute through the use of those procedures shall concern only the contents of the proposed remedial action plan to be released to the public and shall not preclude the Department from selecting a final remedial alternative for the Site or other area covered by the Remedial Investigation that shall have been released to the public. 3. After the close of the public comment period, the Department shall select a final remedial alternative for the Site and other areas covered by the Remedial investigation in a Record of Decision ("ROD"). The ROD shall be incorporated into and become an enforceable part of this Order. IV. IRMs A. 1. Respondent may propose one or more IRMs for the Site or other area of investigation. 2. In proposing each IRM, Respondent shall submit to the Department--and to the City, if the IRM is proposed to be undertaken on City property--a work plan that includes a chronological description of the anticipated IRM activities together with a schedule for performance of those activities (an "IRM Work Plan" for the Site or other area of investigation). 3. Upon the Department's determination that the proposal is an appropriate IRM and upon the Department's approval of such work plan, the IRM Work Plan shall be incorporated into and become an enforceable part of this Order; and Respondent shall submit to the Department--and to the City, if the IRM is proposed to be undertaken on City property--for review and (as appropriate) Department approval, in accordance with the schedule contained in the Department-approved IRM Work Plan, detailed documents and specifications prepared, signed, and sealed by a professional engineer to implement the Department-approved IRM. Such documents shall include a health and safety plan, contingency plan, and (if the Department requires such) a citizen participation plan that incorporates appropriate activities outlined in the Department's publication, "New York State Inactive Hazardous Waste Citizen Participation Plan," dated August 30, 1988, and any subsequent revisions thereto. Respondent shall then carry out such IRM in accordance with the requirements of the approved IRM Work Plan, detailed documents and specifications, and this Order. Respondent shall notify the Department-and the City, if the IRM were being undertaken on City property--of any significant difficulties that may be encountered in implementing the Department-approved work plan, detailed documents, or specifications and shall not modify any obligation unless first approved by the Department. 4. During implementation of all construction activities identified in the Department-approved IRM Work Plan, Respondent shall have at the location where the IRM is being undertaken a full-time representative who is qualified to supervise the work done. 5. Within the schedule contained in the Department- approved IRM Work Plan, Respondent shall submit to the Department--and to the City, if the IRM were undertaken on City property--a final engineering report prepared by a professional engineer that includes a certification by that individual that all activities that comprised the IRM were performed in full accordance with the Department-approved IRM Work Plan, detailed documents and specifications, and this Order. i. If the performance of the Department-approved IRM encompassed construction activities, the final engineering report shall include a detailed post-remedial operation and maintenance plan ("O&M Plan"); "as-built" drawings and a final engineering report (each including all changes made to the Remedial Design during construction); and a certification by a professional engineer that the IRM was implemented and all construction activities were completed in accordance with the Department-approved detailed documents and specifications for the IRM. The O&M Plan, "as built" drawings, final engineering report, and certification must be prepared, signed, and sealed by a professional engineer. ii. Upon the Department's approval of the O&M Plan, Respondent shall implement the O&M Plan in accordance with the requirements of the Department-approved O&M Plan. 6. After receipt of the final engineering report and certification, the Department shall notify Respondent--and the City, if the IRM were undertaken on City property--in writing whether the Department is satisfied that the IRM was completed in compliance with the Department-approved IRM Work Plan and design. B. 1. In implementing any IRM approved by the Department under this Order, Respondent shall be exempt from the requirement to obtain any permit issuable by the Department for an activity satisfying the criteria set out in

Subparagraph III.B.2 of this Order. 2. The following criteria must be met: i. The activity is conducted on the Site. For purposes of this Order, an activity is on the Site: (a) if it is conducted on the same premises as the Site, or (b) If it is conducted on different premises that are under common control or are contiguous to or physically connected with the Site and the activity manages exclusively hazardous substances for which Respondent is liable (except in situations where the Remedial Investigation Report discloses the existence of off-Site hazardous substance deposits derived from, or otherwise related to materials deposited on-Site, in which case such deposits shall be deemed "on-Site" and subject to this Order to the Extent Respondent is able to obtain access for purposes of investigation and/or removal); and (c) the activity is conducted in a manner which satisfies all substantive technical requirements applicable if the activity were conducted pursuant to a permit issued by the Department. V. REMEDIAL DESIGN A. Unless the ROD selects the "no action" alternative, within 180 days after the ROD is signed, or as otherwise specified in the ROD, Respondent shall submit to the Department and to the City a remedial design to implement the remedial alternative for the Site and areas covered by the Remedial Investigation selected by the Department in the ROD (the "Remedial Design"). The Remedial Design shall be prepared by and have the signature and seal of a professional engineer who shall certify that the Remedial Design was prepared in accordance with this Order. B. The remedial Design shall included the following: 1. A detailed description of the remedial objectives and the means by which each essential element of the selected remedial alternative will be implemented to achieve those objectives, including, but not limited to: i. the construction and operation of any structures; ii. the collection, destruction, treatment, and/or disposal of hazardous substances and their constituents and degradation products, and of any soil or other materials contaminated thereby; iii. the collection, destruction, treatment, and/or disposal of contaminated groundwater, leachate, and air; iv. physical security and posting of the Site and other areas covered by the Remedial Investigation; v. health and safety of persons living and/or working at or in the vicinity of the Site and areas covered by the Remedial Investigation; vi. quality control and quality assurance procedures and protocols to be applied during implementation of the Remedial Design; and vii. monitoring which integrates needs which are present on-Site and off-Site during implementation of the Department-selected remedial alternative. 2. "Biddable quality" documents for the Remedial Design including, but not limited to, documents and specifications prepared, signed, and sealed by a professional engineer. These plans shall satisfy all applicable local, state and federal laws, rules and regulations; 3. A time schedule to implement the Remedial Design; 4. The parameters, conditions, procedures, and protocols to determine the effectiveness of the Remedial Design, including, if the Remedial Design encompasses groundwater monitoring, a schedule for periodic sampling of groundwater monitoring wells on-Site and off-Site; 5. A description of operation, maintenance, and monitoring activities to be undertaken after the Department has approved construction of the Remedial Design, including the number of years during which such activities will be

performed; 6. A contingency plan to be implemented if any element of the Remedial Design fails to achieve any of its objectives or otherwise fails to protect human health or the environment; 7. A health and safety plan for the protection of persons at and in the vicinity of the Site and other areas covered by the Remedial Investigation during construction and after completion of construction. This plan shall be prepared in accordance with 29 CFR 1910 by a certified health and safety professional; 8. A citizen participation plan which incorporates appropriate activities outlined in the Department's publication, "New York State Inactive Hazardous Waste Citizen Participation Plan," dated August 30, 1988, and any subsequent revisions thereto; and 9. A plan for coordination with affected property owners on whose properties remediation activities will occur. VI. REMEDIAL CONSTRUCTION A. Within such time as identified in the Department's approval of the Remedial Design, Respondent shall commence construction of the Remedial Design. The Department will extend this period if reasonably necessary to accommodate weather- related limitations or other restrictions upon the construction season, or problems with accessing property not owned or controlled by Respondent. B. Respondent shall implement the Remedial Design in accordance with the Department-approved remedial Design. C. During implementation of all construction activities identified in the Remedial Design, Respondent shall have at the location of construction activities a full-time representative who is qualified to supervise the work done. D. Within 90 days after completion of the construction activities identified in the Remedial Design, Respondent shall submit to the Department and the City a detailed post-remedial operation and maintenance plan ("O&M Plan"); "as-built" drawings and a final engineering report (each including all changes made to the Remedial Design during construction); and a certification by a professional engineer that the Remedial Design was implemented and all construction activities were completed in accordance with the Department-approved Remedial Design. The O&M Plan, "as-built" drawings, final engineering report, and certification must be prepared, signed, and sealed by a professional engineer. E. Upon the Department's approval of the O&M Plan, Respondent shall implement the O&M Plan in accordance with the requirements of the Department-approved O&M Plan. F. After receipt of the "as-built" drawings, final engineering report, and certification, the Department shall notify Respondent and the City in writing whether the Department is satisfied that all construction activities have been completed in compliance with the approved Remedial Design. G. If the Department concludes that any element of the Remedial Program fails to achieve is objectives or otherwise fails to protect human health or the environment, Respondent shall take whatever action the Department determines necessary to achieve those objectives or to ensure that the Remedial Program otherwise protects human health and the environment. VII. PROGRESS REPORTS AND MEETINGS A. Respondent shall submit to each of the parties set forth in Paragraph XV of this Order two copies of written monthly progress reports that: 1. describe the actions which have been taken toward achieving compliance with this Order during the previous month; 2. identify all work plans, reports, and other deliverables required by this Order that were completed and submitted during the previous month;

3. describe all actions, including, but not limited to, data collection and implementation of work plans, that are scheduled for the next month and provide other information relating to the progress at the Site and other areas of investigation; 4. include information regarding percentage of completion, unresolved delays encountered or anticipated that may affect the future schedule for implementation of the Respondent's obligations under the Order, and efforts made to mitigate those delays or anticipated delays; and 5. include any modifications to any work plans that Respondent has proposed to the Department or that the Department has approved. Respondent shall submit these progress reports to the Department and to the City by the 10th day after the end of the month to which the report pertains. B. Respondent shall allow the Department and the City to attend and shall provide the Department and the City at least seven days advance notice of the occurrence of, any of the following: prebid meetings, job progress meetings, substantial completion meeting and inspection, and final inspection and meeting; provided, however, that if circumstances are such as to prevent Respondent from providing the Department or the City with such seven day notice period, Respondent shall provide as much advance notice as possible, under the circumstances. VIII. REVIEW OF SUBMITTALS A. 1. The Department shall review each of the submittals Respondent is required to make pursuant to this Order to determine whether it was prepared, and whether the work done to generate the data and other information in the submittal was done, in accordance with this Order and generally accepted technical and scientific principles. Respondent shall include all results of sampling and tests and all other data received or generated by Respondent or Respondent's contractors or agents, including quality assurance/quality control information, whether conducted pursuant to this Order or conducted independently by Respondent, in the submittal to which such sampling, tests, and other data pertain. The Department shall notify Respondent and the City in writing of its approval or disapproval of the submittal, except for the health and safety plains identified in Subparagraphs IV.A(3) and V.B (7) of this Order. All Department- approved submittals shall be incorporated into and become an enforceable part of this Order. 2. i. If the Department disapproves a submittal, it shall so notify Respondent and the City in writing and shall specify the reasons for its disapproval. Within 30 days after receiving written notice that Respondent's submittal has been disapproved, Respondent shall make a revised submittal to the Department and to the City that addresses and resolves all of the Department's stated reasons for disapproving the first submittal. ii. Within a reasonable time after receipt of the revised submittal so as to not cause Respondent to be unable to comply with subsequent obligations and schedule deadlines as presented in Department-approved work plans, the Department shall notify Respondent and the City in writing of its approval or disapproval. If the Department disapproves the revised submittal, Respondent shall be in violation of this Order and the Department may take any action or pursue whatever rights it has pursuant to any provision of statutory or common law, unless Respondent exercises the dispute resolution procedure described in Subparagraph XVI.A of this Order. If the Department approves the revised submittal, it shall be incorporated into and become an enforceable part of this Order. B. The Department may require Respondent to modify and/or amplify and expand a submittal if the Department determines, as a result or reviewing data generated by an activity required under this Order or as a result of reviewing any other data or facts, that further work is necessary. IX. PENALTIES A. Respondent's failure to comply with any term of this Order constitutes a violation of this Order and the ECL. Nothing in this Order precludes Respondent from contesting in a Department hearing any possible future Department allegations that Respondent failed to comply with this Order or from contesting any penalty for an alleged failure to comply. B. With respect to the period during which the condition shall exist, Respondent shall not suffer any penalty under this Order or be subject to any proceeding or action for enforcement of this Order if it cannot comply with any requirement hereof because of war, riot, failure to obtain access to City property, or an unforeseeable disaster

which the exercise of ordinary human prudence could not have prevented. Respondent shall, within five days of when it obtains knowledge of any such condition, notify the Department and the City in writing. Respondent shall include in such notice the measures taken and to be taken by Respondent to prevent or minimize any delays and shall request an appropriate extension or modification of this Order. Failure to give such notice within such fiveday period constitutes a waiver of any claim that a delay is not subject to penalties. Respondent shall have the burden of proving that an event is a defense to compliance with this Order. X. ENTRY UPON SITE Subject to conditions as may be described in the Site's health and safety plan, Respondent hereby consents to the entry upon the Site or areas in the vicinity of the Site which may be under the control of Respondent by any duly designated employee, consultant, contractor, or agent of the Department or any State agency for purposes of inspection, sampling, and testing and to ensure Respondent's compliance with this Order. XI. PAYMENT OF STATE COSTS The Department shall establish an interest-bearing account into which the Department shall place all monies received from Respondent under the provisions of this Paragraph in order to pay for the State's expenses (including, but not limited to, direct labor and fringe benefits, overhead, travel, analytical costs, and contractor costs) incurred by the State of New York to fund environmental monitors for work associated with reviewing and revising submittals made pursuant to this Order, overseeing activities conducted pursuant to this Order, collecting and analyzing samples, and administrative costs associated with administering the requirements of this Order. Respondent shall make payments to the Department as follows: A. Respondent shall submit to the Department the sum of $150,000, which shall represent the State's estimate of the first year expenses (including, but not limited to, direct labor and fringe benefits, overhead, travel, analytical costs, and contractor costs) incurred by the State of New York to fund environmental monitors for work associated with reviewing and revising submittals made pursuant to this Order to date, overseeing activities conducted pursuant to this Order, collecting and analyzing samples, and administrative costs associated with administering the requirements of this Order. Respondent shall make subsequent quarterly payments to the Department for the duration of this Order in order to maintain an account balance sufficient to meet the next nine months' anticipated above-described State costs. Each quarterly billing will be based on expenditures incurred to date. The quarterly billing will take into account matters such as inflation, salary increases, accrued interest to be applied to the balance, changes in operating hours and procedures and the need for additional personnel and supervision of such personnel by full-time supervisors. Costs and expenses to be covered by this account include: 1. Direct personal service costs and fringe benefits of the State's staff assigned to work associated with reviewing and revising submittals made pursuant to this Order, overseeing activities conducted pursuant to this Order, collecting and analyzing samples, and administrative costs associated with administering the requirements of this Order, including their supervisors and including the costs of replacement personnel for the persons regularly assigned to these duties; 2. Direct non-personal service costs, including but not limited to purchase of a vehicle if necessary and its full operating costs, any appropriate chemical sampling and analysis, travel, supplies, and contractual costs; 3. Indirect support or overhead costs at the annually approved indirect support cost rate; and 4. Consultant services. B. The Department shall notify Respondent in writing when a quarterly payment is due by submitting a quarterly billing. Respondent shall make such payment in the form of a check payable to the order of the New York State Department of Environmental Conservation and shall submit such payment to the Department at the following address no later than 30 days from receipt of such billing: New York State Department of Environmental Conservation 50 Wolf Road, Room 525 Albany, NY 12233-1510 ATTENTION: Director of Environmental Monitors Payments are to be in advance of the period in which they will be expended.

C. Upon the later termination of this Order and upon payment of any outstanding costs and expenses, the Department shall return the unexpended balance, including interest, to Respondent. D. Actual costs incurred will be documented by quarterly T&A reports for personal service costs. Copies of actual invoices will not be provided but shall be made available for auditing purposes. XII. DEPARTMENT RESERVATION OF RIGHTS A. Nothing contained in this Order shall be construed as barring, diminishing, adjudicating, or in any way affecting any of the Department's rights. B. Nothing contained in this Order shall be construed to prohibit the Commissioner or his duly authorized representative from exercising any summary abatement powers. XIII. INDEMNIFICATION Respondent shall indemnify and hold the Department, the State of New York, and their representatives and employees harmless for all claims, suits, actions, damages, and costs of every name and description arising out of or resulting from the fulfillment or attempted fulfillment of this Order by Respondent, and/or Respondent's directors, officers, employees, servants, agents, successors, and assigns; provided, however, that Respondent shall not indemnify the Department, the State of New York, and their representatives and employees in the event that such claim, suit, action, damages, or cost relate to or arise from any unlawful, willful, grossly negligent, or malicious acts or omissions on the part of the Department, the State of New York, or their representatives and employees. XIV. PUBLIC NOTICE A. Within 30 days after the effective date of this Order with respect to the Site; or within 30 days after Respondent acquires ownership in any property affected by this Order, Respondent shall file, with respect to the Site or such property, a Declaration of Covenants and Restrictions with the Clerk of the County within which the Site or such property is located to give all parties who may acquire any interest in the Site or such property notice of this Order. B. If Respondent proposes to convey the whole or any part of Respondent's ownership interest in any property affected by this Order, including the Site, Respondent shall, not fewer than 60 days before the date of conveyance, notify the Department in writing of the identity of the transferee and of the nature and proposed date of the conveyance of the property in question and shall notify the transferee in writing, with a copy the Department, of the applicability of this Order and shall accompany such notification with a copy of this Order. XV. COMMUNICATIONS A. All written communications required by this Order shall be transmitted by United States Postal Service, by private courier service, or by hand delivery as follows: 1. Communication from Respondent shall be sent to: Charles N. Goddard, P.E. Assistant Director Division of Hazardous Waste Remediation New York State Department of Environmental Conservation 50 Wolf Road Albany, New York 12233-7010 with copies to: Director, Bureau of Environmental Exposure Investigation New York State Department of Health 2 University Place

Albany, New York 12203 Regional Director New York State Department of Environmental Conservation 21 South Putt Corners New Paltz, New York 12561-1696 Charles E. Sullivan, Jr., Esq. New York State Department of Environmental Conservation 50 Wolf Road, Room 400 Albany, New York 12233-5550 and, where this Order requires that a document or other communication be sent to the City, to: Clifford P. Case, Esq. Carter, Ledyard & Milburn 2 Wall Street New York, New York 10005 2. Communication to be made from the Department to Respondent shall be sent to: Mr. Jeffrey A. Clock Director of Environmental Affairs Central Hudson Gas & Electric Corporation 284 South Avenue Poughkeepsie, New York 12601-4879 Robert J. Glasser, Esq. Gould & Wilkie One Chase Manhattan Plaza New York, New York 10005-1401 Dennis P. Harkawik, Esq. Jaeckle, Fleischmann & Mugel Fleet Bank Building Twelve Fountain Plaza Buffalo, New York 14202-2292 with a copy of same to Mr. Case where this Order requires that a copy of same be sent to the City. The Department, the City, and Respondent reserve the right to designate additional of different addresses for communication upon written notice to the other. B. Copies of work plans and reports shall be submitted as follows: 1. Four copies (one unbound) to Mr. Goddard. 2. Two copies to Director, Bureau of Environmental Exposure Investigation. 3. One copy to the Regional Director, Region 3. 4. One copy to Mr. Sullivan. 5. One copy to Mr. Case. C. 1. within 30 days of the Department's approval of any report submitted pursuant to this Order, Respondent shall submit, if requested, to Mr. Goddard a computer readable magnetic media copy of the approved report in American Standard Code for information Interchange (ASCII) format. 2. Within 30 days after the Department's approval of the RI/FS, Respondent shall submit to Mr. Goddard one

microfilm copy (16 millimeter roll film M type cartridge) of the Department-approved RI/FS. Within 30 days after its approval of the drawings and submittals described in Subparagraph VII.A of this Order, Respondent shall submit one microfilm copy (16 millimeter roll film M type cartridge) of such Department- approved drawings and submittals, as well as all other Department-approved submittals other than the Department-approved RI/FS. XVI. MISCELLANEOUS A. 1. If after conferring in good faith, there remains a dispute between Respondent and the Department concerning a provision of this Order identified as subject to this Subparagraph's procedures, within the time period provided in that provision Respondent shall serve on the Department and the City a request for an appointment of an Administrative Law Judge ("ALJ"), and a written statement of the issues in dispute, the relevant facts upon which the dispute is based, and factual data, analysis, or opinion supporting its position, and all supporting documentation on which Respondent relies (hereinafter called the "Statement of Position"). The Department shall serve upon Respondent and the City its Statement of Position, including supporting documentation no later than ten (10) business days after receipt of Respondent's Statement of Position. Respondent and the City each shall have five (5) business days after receipt of the Department's Statement of Position within which to serve upon the Department a reply to the Department's Statement of Position, and in the event Respondent or the City serves such a reply, the Department shall have five (5) business days after receipt of Respondent's or the City's reply to the Department's Statement of Position within which to serve upon Respondent or the City the Department's reply to Respondent's or the City's reply to the Department's Statement of Position. In the event that the periods for exchange of Statements of Position and replies may cause a delay in the work being performed under this Order, the time periods may be shortened upon and in accordance with notice by the Department as agreed to by Respondent. 2. The Department shall maintain an administrative record of any dispute being addressed under this Subparagraph. The record shall include the Statement of Position of each party served pursuant to Subparagraph XVI.A.1 and any relevant information. The record shall be available for review of all parties and the public. 3. Upon review of the administrative record as developed pursuant to this Subparagraph, the ALJ shall issue a final decision and order resolving the dispute. If the matter in dispute concerns a submittal, i. Respondent shall revise the submittal in accordance with the Department's specific comments, as may be modified by the ALJ and except for those which have been withdrawn by the ALJ, and shall submit a revised submittal. The period of time within which the submittal must be revised as specified by the Department in its notice of disapproval shall control unless the ALJ revises the time frame in the ALJ's final decision and order resolving the dispute. ii. After receipt of the revised submittal, the Department shall notify Respondent and the City in writing of its approval or disapproval of the revised submittal. iii. If the revised submittal fails to address the Department's specific comments, as may be modified by the ALJ, and the Department disapproves the revised submittal for this reason, Respondent shall be in violation of this Order and the ECL. 4. In review by the ALJ of any dispute pursued under this Subparagraph, Respondent shall have the burden of proving by a preponderance of the evidence that the Department's position should not prevail. 5. A deadline involving any matter that is the subject of the dispute resolution process described in this Subparagraph shall be held in abeyance while it is the subject of the dispute resolution process unless the Department and Respondent otherwise agree in writing. The invocation of the procedures stated in this subparagraph shall constitute an election of administrative remedies by Respondent, and such election of this remedy shall constitute a waiver of any and all other administrative remedies which may otherwise be available to Respondent regarding the issue in dispute. B. All activities and submittals required by this Order shall address both on-Site and off-Site contamination resulting from the disposal of hazardous substances for which Respondent or its predecessors of affiliates is responsible; subject, however, to the limitation that Respondent is not hereby required to remediate hazardous substances that are not hazardous substances at issue and that are not intermingled with hazardous substances at issue.

C. Respondent shall retain professional consultants, contractors, laboratories, quality assurance/quality control personnel, and data validators acceptable to the Department to perform the technical, engineering, and analytical obligations required by this Order. Within 30 days after completion of Respondent's retainer process resulting in the selection of a particular firm or individual to perform any of such obligations, Respondent shall submit to the Department and to the City a summary of the experience, capabilities, and qualifications of the firm or individual retained. Respondent must obtain the Department's approval of these firms or individuals before the initiation of any activities for which Respondent and such firms or individuals will be responsible. D. The Department and the City shall have the right to obtain split samples, duplicate samples, or both, of all substances and materials sampled by Respondent, and the Department also shall have the right to take its own samples. Respondent shall have the right to obtain split samples, duplicate samples, or both, of all substances and materials sampled by the Department, and Respondent also shall have the right to take its own samples. Respondent shall make available to the Department and the City the results of all sampling and/or tests or other data generated by Respondent with respect of implementation of this Order, including a tabular summary of any such results in any report submitted pursuant to this Order requiring such results. E. Respondent shall notify the Department and the City at least 10 working days in advance of any field activities to be conducted pursuant to this Order. The Department's project manager is hereby authorized to approve any modification to an activity to be conducted under a Department-approved work plan in order to adapt the activities to be undertaken under such work plan to the conditions actually encountered in the field, provided that such modification does not impair the effectiveness of the remediation of the Site or other area covered by the Remedial Investigation. F. Respondent shall use reasonable efforts to obtain whatever permits, easements, rights-of-way, rights-of-entry, approvals, or authorizations are necessary to perform Respondent's obligations under this Order. If Respondent is unable, after exhaustion of such reasonable efforts, to obtain any such permissions, the Department will exercise whatever authority is available to it, in its discretion, to obtain same. In no event will Respondent be determined to be in violation of this Order if it fails to obtain any such permissions after exhausting reasonable efforts to obtain same. This is in recognition of the facts that Respondent is the current owner of only part of the potential area of disposal of hazardous substances at issue. Significant impediments may, therefore, be encountered as to Respondent's ability to obtain access for purposes of carrying out the requirements of this Order. G. If Respondent determines, in connection with its obligations under this Order, that a valid claim exists in favor of Respondent as against any other potentially responsible party, for contribution toward response costs deemed necessary by the Department (or for recovery of an appropriate portion of such costs previously incurred by Respondent), the Department shall provide, in a timely manner, information responsive to any reasonable request (otherwise in conformity with Freedom of Information Law requirements) by such party and any other relevant information that may be helpful in substantiating Respondent's claim. Similarly, if Respondent or the City requests access to non-privileged and otherwise disclosable information in the Department's possession and relevant to the potential liability of any person or entity who may be subject to such claim by Respondent or a claim by the City for contribution or cost recovery, the Department will take reasonable steps to expedite Respondent's or the City's access to such information. H. Respondent and its successors and assigns shall be bound by this Order. Any change in ownership or corporate status of Respondent including, but not limited to, any transfer of assets or real or personal property shall in no way alter Respondent's responsibilities under this Order. Respondent's officers, directors, employees, servants, and agents shall be obliged to comply with the relevant provisions of this Order in the performance of their designated duties on behalf of Respondent. I. Respondent shall provide a copy of this Order to each contractor hired to perform work required by this Order and to each person representing Respondent with respect to the Site and shall condition all contracts entered into hereunder upon performance in conformity with the terms of this Order. Respondent or Respondent's contractors shall provide written notice of this Order to all subcontractors hired to perform any portion of the work required by this Order. Respondent shall nonetheless be responsible for ensuring that Respondent's contractors and subcontractors perform the work to be done under this Order in accordance with this Order. J. All references to "professional engineer" in this Order are to an individual licensed and registered to practice

professional engineering in accordance with Article 145 of the New York State Education Law. If that individual is a member of a firm, that firm must be authorized to offer professional engineering services in the State of New York under that Article. K. All references to "days" in this Order are to calendar days unless otherwise specified. L. The section headings set forth in this Order are included for convenience of reference only and shall be disregarded in the construction and interpretation of any of the provisions of this Order. M. Nothing contained in this Order shall be construed as an admission by Respondent regarding any allegation raised in the City lawsuit or is intended to be for the benefit of third parties. This Order shall not be construed as barring, diminishing, or restricting Respondent's ability to seek cost recovery, contribution, or indemnification from third parties, including the City, other than the State of New York. N. 1. The terms of this Order shall constitute the complete and entire Order between Respondent and the Department concerning the Site and areas covered by the Remedial Investigation pertaining to the matters identified in this Order. No term condition, understanding, or agreement purporting to modify or vary any term of this Order shall be binding unless made in writing and subscribed by the party to be bound. No informal advice, guidance, suggestion, or comment by the Department regarding any report, proposal, plan, specification, schedule, or any other submittal shall be construed as relieving Respondent of Respondent's obligation to obtain such formal approvals as may be required by this Order. 2. If Respondent desires that any provision of this Order be changed, Respondent shall make timely written application, signed by the Respondent, to the Commissioner setting forth reasonable grounds for the relief sought. Copies of such written application shall be delivered or mailed to Messrs. Goddard and Sullivan, with a copy to Mr. Case. O. The effective date of this Order shall be the date it is signed by the Commissioner or his designee. DATED: October 04, 1995, New York MICHAEL D. ZAGATA Commissioner New York State Department of Environmental Conservation by: (SGD.) MICHAEL D. ZAGATA

CONSENT BY RESPONDENT Respondent hereby waives its right to a hearing herein as provided by law; consents to the issuance and entry of this Order; and agrees to be bound by its terms, not to contest the authority or jurisdiction of the Department to issue or enforce this Order, and not to contest the validity of this Order or its terms. CENTRAL HUDSON GAS & ELECTRIC CORPORATION by: (SGD.) RONALD P. BRAND Ronald P. Brand Vice President, Engineering and Environmental Affairs Date signed: October 20, 1995
STATE OF NEW YORK COUNTY OF ALBANY ) ) SS: )

On this 20TH day of October, 1995, before me personally appeared Ronald P. Brand, to me known, who, being duly sworn, did depose and say that he is Vice President, Engineering and Environmental Affairs of the Central Hudson Gas & Electric Corporation; that he has the authority to bind the aforementioned corporation by virtue of his position within such corporation; and that he executed the foregoing instrument on behalf of said corporation. Charles E. Sullivan Notary Public State of New York Registration number:____________ My commission expires:__________ Charles E. Sullivan, Jr. Notary Public, State of New York No. 4695830 Qualified in Rensselaer County Commission expires October 31, 1995

[Map]

8.5 inch by 11 inch portion of a United States Geological Survey Typographic Map depicting the general location of Central Hudson's property located at Renwick Street and Marine Drive.

[Map]

Illustration of approximate boundaries of properties to be investigated, with major features shown.

REVISED PRELIMINARY RI/FS WORK PLAN OUTLINE FORMER NEWBURGH MGP SITE AND OTHER AREAS OF INVESTIGATION

In September 1995, the New York State Department of Environmental Conservation (NYSDEC) and Central Hudson Gas & Electric Corporation (CHG&E) will execute an Order on Consent requiring CHG&E to investigate and, if necessary, remediate hazardous substances located at a former CHG&E manufactured gas plant (MGP) at South Water Street in the City of Newburgh, New York. Under the Consent Order, CHG&E will also investigate and, if necessary, remediate any hazardous substances that have migrated from the former MGP Site or were generated at the MGP Site and disposed off site, including the City of Newburgh sewage treatment plant (STP). The former MGP Site and other areas of investigation are shown on Figure 1. Blasland, Bouck & Lee, Inc. (BBL), on behalf of CHG&E, has prepared this Remedial Investigation/Feasibility Study (RI/FS) Work Plan Outline to assess the presence and extent of hazardous substances found at the former MGP or were disposed off site. A. Work and Ancillary Plans 1.0 Work Plan - - Includes the elements of a Remedial Investigation (RI), Baseline Risk Assessment (RA), and Feasibility Study (FS). The details of the RI, RA, and FS elements are set forth in Sections B., C., and D. of this outline. The Work Plan and its elements will be consistent with the technical and administrative guidelines set forth in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) Act of 1980 (42 U.S.C., Sections 9601 ET SEQ.), the National Contingency Plan (NCP) of March 8, 1990 (40 CFR Part 300), the United States Environmental Protection Agency (USEPA) guidance document entitled, "Guidance for Conducting Remedial Investigations and Feasibility Studies Under CERCLA, Interim Final," dated October 1988 (and subsequent revisions thereto), and other appropriate USEPA and NYSDEC technical and adminstrative guidance documents. The Work Plan will include a schedule to complete the proposed RI and a conceptual preliminary schedule to complete the Baseline RA and FS in accordance with the Order on Consent. 2.0 Sampling and Analysis Plan - - Consists of two sections: the Quality Assurance Project Plan (QAPP) and the Field Sampling Plan (FSP). The QAPP will address the analytical measurements and procedures to be used during implementations of the RI, while the FSP will set forth the RI field procedures. 2.1 QAPP - - Objectives to present Quality Assurance/Quality Control (QA/QC) procedures to be implemented during the RI that are necessary to achieve the data quality objectives (DQOs). QAPP includes: - Project Description; - Project Organization and Responsibilities; - Quality Assurance Objectives for Data Management; - Sampling Procedures; - Sample and Documentation Custody; - Calibration Procedures and Frequency; - Analytical Procedures; - Data Reduction, Validation, and Reporting; - Field and Laboratory Quality Control Checks; - Performance and System Audits;

- Preventive Maintenance; - Data Assessment Procedures; - Corrective Action; and - Quality Assurance Reports to Management. 2.2 FSP - - Objectives to address the field procedures and sample collection methods to be used during implementation of the RI. The FSP will be prepared in conformance with the methods presented in the "Compendium of Superfund Field Operations Method" (EPA/540/p-87/001, USEPA OWSER Directive 9355-0-14), dated December 1987, and applicable NYSDEC documents. FSP includes: - Site Background; - Sampling Objectives; - Sample Location and Frequency; - Sample Designation; - Sampling Equipment and Procedures; and - Sample Handling and Analysis. 3.0 Health and Safety Plan - - Objectives to set forth applicable current health and safety procedures as identified by the Occupational Safety and Health Administration and/or the National Institute for the National Institute for Occupational Safety and Health (OSHA/NIOSH), USEPA guidelines, and health effects data and standards for known constituents. Health and Safety Plan (HSP) includes: - Background information about the areas of investigation, including known and suspected constituents; - An areas of investigation map; - Key personnel and their associated responsibilities regarding health and safety; - A health and safety risk or hazard analysis for each activity that may cause exposure to impacted soils, ground water, or air; - Employee training and medical surveillance requirements; - Personal protective equipment and clothing required during investigation activities; - Special procedures including control measures, decontamination protocols, air monitoring requirements, etc.; - Emergency response and contingency plans; and - Community air monitoring plan. 4.0 Citizens Participation Plan Citizens Participation Plan (CPP) includes: - Public Participation Activities; - Basic Information on the Areas of Investigation; - Project Description; - Identification of Interested Parties; - Project Contact Persons; - Document Repository; and - Definition of Commonly Used Citizen Participation Terms. The CPP will consider the guidance set forth in:
NYSDEC. "New York State Inactive Hazardous Waste Site Citizen Participation Plan," (August 30, 1988).

B. 1.0

Remedial Investigation Background Information Review

Substantial information has been obtained regarding the former Newburgh MGP by CHG&E during previous investigations. Likewise, the city of Newburgh has performed a subsurface investigation and is believed to have further information on the STP property. The existing investigative information will be evaluated along with other sources of information, to design a focused Remedial Investigation (RI) of the areas of investigation (Figure 1), as described below. 1.1 Areas of Investigation History - Evaluation of the history of the former Newburgh MGP using the Phase II Investigation Report (BB&L, 1989), the Phase I Report (EA Science & Technology (EA), 1987), and supplemental sources of information from Sanborn Fire Insurance Atlases; Brown's Directories; Orange County Historical Society files; drawings and files from CHG&E not previously incorporated into the two aforementioned reports; and NYSDEC, USEPA, and other regulatory files. Specifically, the following information will be included in the history of the former MGP: - Locations and uses of MGP facilities; - Information on cut and fill activities (if any); - Waste disposal practices; - Historical MGP sit observations (including the odor complaint and the observation of oily discharge); and - Locations of subsurface MGP and/or public utilities and pipelines at and adjacent to the former MGP. - Evaluation of the history of the other areas of investigation, including the city of Newburgh STP property, using Sanborn Atlases, Orange County Historical Society files, and drawings and files from the city of Newburgh. Specifically, the following information will be reviewed, if available, from the city of Newburgh: - Information on cut and fill areas/activities during STP construction and subsequent upgrades; - Current and former waste disposal practices of the STP, the former incinerator, and other entities located at the areas of investigation; - Location of any current or former underground or aboveground storage tanks and/or structures for storing wastes and/or solid or liquid materials; - Geotechnical investigations conducted prior to the STP construction, subsequent plant upgrades, and/or other structures at the areas of investigation (e.g., incinerator, utilities, etc.); - Location of subsurface utilities associated with the STP, and other areas of investigation; - Current or historic aerial photographs and maps; - Information regarding the Hudson River adjacent to the STP; and - Any historical (pre-STP) site information. 1.2 Investigation History - Summary of previous investigations conducted by CHG&E and the city of Newburgh, specifically from the Phase 1 and 11 Reports for the former Newburgh MGP (BB&L, 1989 and EA, 1987, respectively) and the Subsurface Investigation Report prepared for the city of Newburgh (First Environment, November 1994). 1.3 Physical Setting - Overview of the existing topography, subsurface utilities (current and historical), geology (overburden [including fill] and bedrock), hydrogeology (overburden [including fill] and bedrock), and hydrology of the areas of investigation, including the former Newburgh MGP and the city of Newburgh STP property, based on existing reports (see 1.2 above) as well as publicly available information from the NYSDEC, United States Geological Survey (USGS), New York State Geological Survey (NYGS), New York State Department of Health (NYSDOH), Orange County Department of Health (OCDH), and other applicable sources. 1.4 Ecological Setting - Overview of the ecological setting of the areas of investigation as consistent with a Fish and Wildlife Impact Analysis (FWIA), as further described in Section C. 2.0, based on publicly available information from NYSDEC, USEPA, United States Fish and Wildlife Service (USFWS), local universities and colleges, and/or other local resources.

- Information obtained for this overview will include the following: significant habitats; habitats supporting endangered, threatened, or rare species; regulated wetlands; wild, scenic, and recreational rivers; fish and wildlife resources, aquatic habitats, and wetland and river classifications. 1.5 Preliminary Identification of SCGs - Evaluation of the potential New York State Standards, Criteria, and Guidance (SCGs), which are federal, state, and/or local standards; requirements, criteria, or limitations which are determined to be legally applicable or relevant and appropriate. In addition to SCGs, there are federal and state advisories and/or guidance which may also be considered and are referred to as "to be considereds" (TBCs). SCGs which may apply are categorized into the following classifications: - Chemical-specific SCGs; - Action-specific SCGs; and - Location-specific SCGs. 2.0 Conceptual Model Preparation The information gathered under the Background Information Review will be evaluated with respect to potential source and residual areas, potential migration pathways, and potential exposure pathways and receptors. This conceptual model will serve as the basis for the identification of data gaps to be fulfilled during the RI. 2.1 Potential Source and Residual Areas - Identification of potential source areas and residual areas of MGP by-products and constituents as well as other such areas in the areas of investigation, including by-products and constituents generated/disposed of at the Newburgh STP property. Source and residual areas will be evaluated and categorized by type and concentrations. This identification will also include an evaluation of the relative position of the potential source and residual areas in relation to the ground surface and land use. 2.2 Potential Migration Pathways - Evaluation of information on and the relative significance of the potential migration pathways associated with the areas of investigation, including the ground-water, subsurface utilities, surface water, vadose zone, and air migration pathways based on existing investigative and publicly available information (see 1.2 and 1.3 above). This evaluation will consider both separate phase materials (i.e., LNAPLs and DNAPLs) as well as dissolved phase constituents for the ground-water, utility, and surface water pathways. To the extent the information is available, potential historical pathways in subsurface utilities/surface waters will be identified and discussed. Both overburden and bedrock ground-water migration pathways will be considered. The volatile phase will be considered for the vadose zone migration pathway. Both volatile and particulate phases will be considered for the air migration pathway. 2.3 Potential Exposure Pathways and Receptors - Evaluation of available information from CHG&E, the city of Newburgh, and the various regulatory agencies to confirm that any exposure pathways and receptors would be considered non-residential and consist of CHG&E, other utility, city of Newburgh employees and contractors, and possibly users of the rights-of-way in the areas of investigation. Specific potential areas of exposure for the city of Newburgh STP property will require input from the city with respect to likely future construction activities and land-use associated with the property. Further, such information will be used to identify potential future receptors. The uses of the Hudson River near the areas of investigation will be utilized to assess potential human exposure pathways and receptors (i.e., recreational uses). Environmental exposure pathways and receptors will focus on the Hudson River as the areas of investigation, including the former MGP and the city of Newburgh property, are industrial in nature and provide little habitat for terrestrial environmental exposure pathways and receptors. A human health evaluation and an ecological evaluation in the form of an FWIA are described in C., Baseline Risk Assessment. 3.0 Areas of Investigation Characterization

This portion of the RI will focus on the collection of additional data to further evaluate potential source and residual areas, potential migration pathways, and potential exposure pathways and receptors. Although specific aspects of the Characterization will change based on the evaluation of additional data described in 1.0 and 2.0 above, a preliminary scope of work for the RI is set forth below. 3.1 Areas of Investigation Survey - Consists of a planimetric and topographic survey map of the areas of investigation using, to the extent available, existing mapping and aerial photography. - Includes topography; surface features such as buildings, roads, utilities, cultural features, and field sampling locations (e.g., test borings, monitoring wells, etc.) Elevations will be determined to 0.1 feet for most points except the surface water level monitoring points and the monitoring wells, which will be determined to 0.01 feet. All elevations will be referenced to the National Geodetic Vertical Datum (NGVD) of 1929. - Objectives include providing a base map in support of field and assessment activities associated with the RI, FWIA, and FS. 3.2 Source Investigation - Consists of the installation of test borings via hollow-stem auger and/or Geoprobe drilling techniques (and possibly test pits based on access and health and safety considerations), split-spoon sampling at suspected source and residual areas, the collection and subsequent field and laboratory analysis of both surface and subsurface soil samples, and the installation of bedrock cores. - Objectives are to confirm the presence of source and residual materials, evaluate the origin of such materials, and assess the composition and extent of source and residual areas. In addition, the borings/corings will be used to evaluate the subsurface geology in the areas of investigation. - Anticipated test boring locations and rationale are described below:
NUMBER OF BORINGS 3-5

LOCATION SE Corner of former MGP

RATIONALE Evaluate former tar tank and tar separator area and adjacent areas (between former MGP and the RR). Evaluate area near existing former MGP wells NW-2, NW-4, and adjacent areas (between former MGP and the RR). Evaluate area between former MGP and the RR. Evaluate area near city of Newburgh installations MW-6 and B-2, where separate phase materials were observed. Evaluate in detail the area near the proposed clarifier (see Attachment 1, which details an investigation to evaluate the area of the proposed clarifier at the city of Newburgh STP). Evaluate potential source/residual areas at

East of former MGP

3-5

NE Corner of former MGP

2

Central portion of STP

5

Southern portion of STP

Up to 9

STP (Unspecified)

Up to 10

the STP property, which have not been identified to date.

Anticipated rock coring locations and rationale are described below:
NUMBER OF CORINGS 1

LOCATION Near existing well NW-4

RATIONALE Evaluate vertical extent of residues observed at that location. Evaluate vertical extent of residues observed at that location. Evaluate horizontal extent (if any) of residues between former MGP and the RR.

Near existing well NW-6

1

East of former MGP

3

- - In the event the NYSDEC determines that the test borings, rock corings, the borings/corings used for monitoring well installations, the 15 previously-drilled borings, and the 15 existing monitoring wells will not provide an adequate assessment of the overburden and bedrock geology, additional test borings/corings will be installed. - - The geologic parameters collected via field observations of the overburden include the following:
Color Particle angularity/ shape Particle sizes Pliability

Principal components (capital letters) Minor components (and, some, little, trace) Structure and bedding Field moisture condition Fill or geologic origin, if known (in parentheses after moisture condition) Unified Soil Classification System group symbol Contacts when observed

Odors/ discoloration

Density/ consistency

Mottling/ staining

Moisture content Organic content Hardness of coarse particles (Mohs hardness scale)

Weathering

Local name, if known Items that may indicate age of deposit; archeological artifacts, newspapers, etc. Fill component description (cinder, clay, metal, tires, etc.)

Plasticity of fines

Cohesiveness

- - In addition, soil samples will be submitted for particle size analysis to characterize the subsurface geology.

- - The geologic parameters collected via field observations of the bedrock include the following:
Friability/fissibility Thickness Particle angularity/shape Particle sizes Strength of intact rock Weathered state Voids

Structure/bedding (bedding planes, joints, fractures) Description of discontinuities and filings Formation name (if known) Water content

Rock Quality Designation (RQD) Rock type Additional petrographic information Texture Hardness Color

Odors/discoloration Fossils Contacts when observed

Strike/dip - Collection of surface and subsurface soil/source/ residual samples will be obtained for analytical characterization. Up to 10 surface samples and up to 10 subsurface source/residual samples will be obtained. In addition, up to 20 subsurface samples will be obtained to evaluate the extent of the source/residual areas identified. These samples will be selected based on visual observations and field screening (e.g., PID and PAH immunoassay screening) to evaluate the vertical extent of the source/residual areas identified. Surface samples will be selected from areas, where exposure is most likely to occur. In addition, three background surface soil samples will be obtained from locations determined in consultation with the NYSDEC. Subsurface samples will be selected to represent the source/residual areas observed. In addition, subsurface samples will be selected to represent the areas of likely future excavations at the STP property, subsurface utilities, and/or other areas of potential exposure. - In the event the NYSDEC determines that the 40 aforementioned samples in conjunction with the over 15 samples previously obtained will not provide an adequate assessment of the nature and extent of the source/residual areas, additional samples for field and/or laboratory analysis will be obtained. - Surface soil and source/residual subsurface samples will be analyzed for the following constituents: - Target Compound List (TCL) organics; and - Target Analyte List (TAL) inorganics. - Subsurface soil samples to assess the extent of the source/residual areas will be analyzed for a subset of the TCL/TAL. At this time, this subset is expected to consist of the following parameters: - Benzene, toluene, ethylbenzene, and xylene (BTEX); - Polycyclic aromatic hydrocarbons (PAHs); and - Select inorganics. - Selected samples will also be analyzed for: - Total organic carbon (TOC); - Particle size; - Source/residual disposition parameters (e.g., BTU content); - Toxicity Characteristic Leaching Procedure (TCLP) for organics and inorganics; - Reactivity (cyanide, sulfide); and

- Ignitability and corrosivity only if the materials contain a liquid component. 3.3 Geologic Investigation - Utilize the physical information obtained from the Source Investigation and the Hydrogeologic Investigation described in 3.4 below to further evaluate the subsurface overburden geologic materials present and the degree to which these materials influence the extent and migration of source and residual materials. No additional test borings/rock corings and/or monitoring wells specific to this investigation are anticipated; however, a geophysical investigation may be conducted to assess subsurface conditions between test borings/rock corings and monitoring wells. - Evaluate use of geophysics, given the limited access due to surface and subsurface structures anticipated, multiple interferences, and the unknown viability of the use of geophysical techniques in this area. A pilot geophysical survey will be conducted prior to implementing a full-scale investigation. Two techniques will be piloted: Ground-Penetrating Radar (GPR) and seismic refraction or reflection. The goals of the pilot survey (and a subsequent full-scale survey) will be to assess: the top of bedrock surface; the top of till surface; the configuration of confining/semi-confining units above the till/bedrock; and/or the location of subsurface utilities. The pilot survey will be conducted in conjunction with the boring program in the area of the proposed clarifier at the city of Newburgh STP. At this time, we expect this geophysical pilot survey to be conducted in the general area of River Street, just west of the STP, where the depth to bedrock is known (boring SB-6). 3.4 Hydrogeologic Investigation - Consists of the installation of monitoring wells, the collection of ground-water surface-water elevations, the performance of in-situ hydraulic conductivity tests (possibly packer tests in bedrock), and the collection of ground-water samples for laboratory analysis. - Objectives are to evaluate the ground-water quality upgradient, in the areas of investigation, and adjacent to the Hudson River; to assess the direction(s) of ground-water flow (including tidal influences); to further evaluate the presence of separate phase materials in the subsurface; and to provide a monitoring well network. If separate phase materials are present, the monitoring wells will also be used to assess the viability of LNAPL/DNAPL recovery. In addition, the borings/corings installed for the monitoring wells will be used to evaluate the subsurface geology of the areas of investigation. - Anticipated overburden monitoring well locations are set forth below, but would be adjusted based on the results of the Source Investigation:
MONITORING WELL LOCATION Along South Water Street NUMBER 3 RATIONALE Evaluate ground-water quality between former MGP and RR. Evaluate ground-water quality between RR and STP property near existing city of Newburgh SB-6, SB-5, and MW-6. Evaluate water quality near source/residual areas identified at the STP.

Along River Street

2

Within STP property

3-5

Adjacent to the Hudson River

3

Evaluate water quality between the STP property and the Hudson River.

Anticipated bedrock monitoring well locations are set forth below, but would be adjusted based on the results of the Source Investigation:

MONITORING WELL LOCATION Near existing well NW-4

NUMBER 1

RATIONALE Evaluate deeper bedrock ground-water quality. Evaluate deeper bedrock ground-water quality. Evaluate bedrock groundwater quality east of former MGP.

Near existing well NW-6

1

East of former MGP

3

- In the event the NYSDEC determines that the 18 additional monitoring well installations and the 15 existing monitoring wells will not meet the objectives of the Hydrogeologic Investigation, additional monitoring wells and/or piezometers will be installed. - Water levels will be measured at the existing and newly installed monitoring wells. In addition, water levels will be measured at up to five surfaces level measuring points in the Hudson River adjacent to the monitoring wells installed along the river. - In-situ hydraulic conductivity tests (and possibly packer tests in bedrock) will also be performed at the newlyinstalled wells as well as at existing monitoring wells (if not previously performed). - Ground-water samples will collected from both new and existing wells and analyzed for TCL/TAL constituents, field parameters (ph, specific conductivity, temperature, turbidity), potential indicators of intrinsic biodegradation (e.g., nitrate/nitrite, sulfate/sulfite, dissolved oxygen [DO], and oxidation- reduction potential [ORP]), and potential treatment and/or disposal parameters (selected wells only) (e.g., BOD). 3.5 Subsurface Utility Investigation (Contingency) - - At this time, the presence and extent of MGP-related materials adjacent to subsurface utilities are not known. Additional information on the distribution and position of the subsurface utilities in conjunction with the distribution and position of source and residual materials must be obtained prior to implementing specific investigation efforts in the RI. 3.6 Hudson River Investigation - Consists of a river bank reconnaissance for seeps, an assessment of the presence of sediments adjacent to the STP property via probing along the STP property from Renwick to South William Streets, the collection of sediment samples for laboratory analysis based on the sediment probing, and the collection and analysis of surface water samples. The Hudson River Investigation will take into consideration the guidance in the following documents: - NYSDEC, Fish and Wildlife Impact Analysis for Inactive Hazardous Waste Sites (Guidelines, Division of Fish and Wildlife October 1994); and - NYSDEC, Technical Guidance for Screening Contaminated Sediments (November 1993). - Objectives are to evaluate the presence of source materials, residuals, and/or dissolved constituents in the sediment and surface water adjacent to the STP; to assess the origin of these materials/constituents; and to estimate the volume of any impacted sediments. In addition, information on the water depth, substrate composition, and aquatic vegetation will be assessed. - Up to 10 sediment samples will be obtained for laboratory analysis and up to five surface-water samples will be obtained for laboratory analysis. If any seeps are identified, seep samples will also be obtained for laboratory analysis. In addition, at least three upstream sediment samples and one surface- water sample will be obtained. Analytical parameters for sediments will be similar to those for soil/source/ residual samples and will include TOC and particle size, while the analytical parameters for surface water, including seeps, will be similar to those for ground-water samples. - In the event the NYSDEC determines that the 13 sediment samples and at least five surface-water samples will

not provide an adequate assessment of the nature and extent of the constituents in the river, additional samples for field and/or laboratory analysis will be obtained. 3.7 Air Investigation - No specific air sampling and analysis are anticipated (other than that for health and safety considerations), and the air investigation will consist of a desk-top analysis of air emissions and quality using the surface soil data collected. - The Air Investigation will take into consideration the guidance in the following documents: - USEPA, "Procedures for Conducting Air Pathway Analysis for Superfund Applications," AIR/SUPERFUND NATIONAL TECHNICAL GUIDANCE STUDY SERIES, EPA-450/1-89-001 through 004 (Washington, D.C.: July 1989); - NYSDEC, Draft Cleanup Policy and Guidelines Document (October 1991); Appendix A, Air Cleanup Criteria, Division of Air Resources (May 31, 1991). - In the event the desk-top analysis indicates that actual ambient air monitoring is required per the guidance, then a confirmatory air monitoring program will be conducted. 4.0 RI Report - - Completion of an RI Report summarizing the investigation results. C. Baseline Risk Assessment - - Consists of a human health evaluation and an ecological evaluation in the form of an FWIA using USEPA and NYSDEC guidance as described below. 1.0 Human Health RA - - Characterization of potential risks to human health in accordance with USEPA guidance for conducting risk assessments. The components of the Human Health RA include: - Data Evaluation; - Exposure Assessment; - Toxicity Assessment; and - Risk Characterization. 1.1 Data Evaluation - Assessment of the constituents detected, the levels of constituents detected, the environmental media in which the constituents were detected, and the locations where constituents were observed. Based on this information, the constituents of interest will be determined for each medium of interest. 1.2 Exposure Assessment - Characterization of exposure setting, identification of complete exposure pathways, and quantification of exposure. - Summary of information regarding exposure setting obtained during the RI (e.g., history, location, water use) and environmental fate and transport. - Identification of complete pathways of exposure. A pathway will be considered complete if there is: - A known source or release from a source; - There is an exposure point where human contact can occur; and - There is a feasible route of exposure (i.e., oral, dermal, or inhalation) at the exposure point. Both current and hypothetical future pathways will be identified. Hypothetical future pathways will be determined based upon

chemical migration potential and foreseeable future land use considerations. - Qualifications of human exposure will proceed by establishing exposure point concentrations and associated intake by humans using available analytical data. 1.3 Toxicity Assessment - Classification of adverse health effects in either of two categories: - Carcinogenic effects; and - Non-carcinogenic effects. - A summary of the available toxicity criteria for the constituents of interest will be provided, including information on: - Constituent name; - Route of exposure/USEPA Human Health Assessment Group Classification (carcinogens only); - Route-specific toxicity criterion; - Tumor site(s) (carcinogens) or critical endpoint (non-carcinogens) for each route of exposure; and - Source of each criterion (e.g., Integrated Risk Information System [IRIS], Health Effects Assessment Table). 1.4 Risk Characterization - Integration of the results of the data evaluation, exposure assessment, and toxicity assessment portions of the RA to provide a quantitative evaluation of potential human health risks. Risks will be quantified only for those constituents of interest which are: - Associated with complete pathways of exposure; and - Have appropriate toxicity criteria. - The risk characterization will separately address carcinogenic and non-carcinogenic effects. - Preparation of a qualitive uncertainty analysis will be provided as part of the risk characterization. Those uncertainties which are inherent to the risk assessment process will be discussed, along with those uncertainties which are specific to this RA. 2.0 Fish and Wildlife Impact Analysis - - Conduct Step 1 of the FWIA, consisting of the elements set forth below. Some of the FWIA elements will be obtained during the Background Information Review and Conceptual Model Preparation as set forth in Sections B. 1.0 and 2.0, while some elements will be obtained during the RI. - - Objectives include obtaining information on fish and wildlife resources in the areas of investigation and obtaining information to design the RI. 2.1 Site Maps - Topographic Map of the areas of investigation and areas within two miles of the perimeter of those areas. - Covertype Map of the areas of investigation and areas within 0.5 miles of the perimeter of those investigation areas. - Drainage Map of the areas of investigation. The first two maps will be prepared as a part of the Background Information Review and the Conceptual Model Preparation, while the Drainage Map will be prepared as a part of the Background Information Review (subsurface utilities) and the Areas of Investigation Survey of the RI. 2.2 Description of Fish and Wildlife Resources

- Fish and Wildlife Resources and Covertypes. - Fauna Expected Within Each Covertype and Aquatic Habitat. - Observations of Stress. These descriptions will be prepared as a part of the Background Information Review and the Conceptual Model Preparation and during the execution of the RI (direct observations of stress). This section will focus on the Hudson River, as the areas of investigation are industrial in nature. 2.3 Description of Fish and Wildlife Resource Value - Value of Habitat to Associated Fauna. - Value of Resources to Humans. These descriptions will be prepared as a part of the Background Information Review and the Conceptual Model Preparation. 2.4 Identification of Applicable Fish and Wildlife Regulatory Criteria These criteria will identified as a part of the identification of SCG's during the Background Information Review. In the event that the results of Step 1 and the Hudson River Investigation indicate additional FWIA steps are necessary, these steps will be implemented during supplemental RI activities, as required D. Feasibility Study 1.0 Definition of Remedial Action Objectives - - Evaluation of remedial action objectives (RAOs), which consist of medium specific or operable-unit-specific goals for protecting human health and the environment. The RAOs will specify constituents of interest, exposure pathway(s) and receptor(s), and preliminary remediation goals (PRGs) based on chemical-specific federal, state, and local SCGs set forth by the NYSDEC, TBCs, and/or site-specific risk- based criteria. These RAOs will consider the future use of the areas of investigation. 2.0 Development and Screening of Remedial Alternatives - - Development of management options to protect human health and the environment via the following steps: - - Development of general response actions (GRAs) for each medium of interest (e.g., containment, treatment, etc.) that may be taken to satisfy the RAOs; - - Identification of volumes or areas of media to which GRAs might be applied, taking into account protectiveness and the chemical/physical characterization of the areas of investigation; - - Identification and screening of technologies applicable to each GRA to eliminate those that cannot be implemented technically; - - Secondary screening of technologies based on effectiveness, implementability, and cost; - - Identification and evaluation of technology process options to select a representative process for each technology type retained; and - - Assembly of the selected technology process options into appropriate alternatives representing a range of treatment and containment combinations. 3.0 Detailed Analysis of Remedial Alternatives - - Evaluation of the assembled remedial alternatives with respect to the following criteria:

Threshold Criteria - Overall protection of human health and the environment - addresses whether or not a potential alternative would provide adequate protection to human health and the environment. This criterion also describes how risks posed through each exposure pathway would be eliminated, reduced, or controlled through treatment, engineering controls, or institutional controls. - Compliance with SCGs - addressed whether or not a potential alternative would meet all of the applicable SCGs, or provide grounds by which a waiver for a specific SCG could be justified. Primary Criteria - Long-term effectiveness and permanence - refers to the ability of a potential alternative to maintain reliable protection of human health and the environment over time, once PRGs have been achieved. - Reduction of toxicity, mobility, or volume through treatment - refers to a potential alternative's ability to reduce the toxicity, mobility, or volume of constituents. - Short-term effectiveness - refers to the ability of a potential alternative to maintain reliable protection of human health and the environment during the construction and implementation phase of an alternative (until the PRGs have been achieved). This criterion also evaluates the time period necessary to achieve risk protection. - Implementability - evaluates the technical and administrative feasibility of a potential alternative, including the availability of materials and services required to complete the potential alternative. - Cost - includes the evaluation of capital, O&M, and present-worth costs associated with a potential alternative. 4.0 Comparative Analysis of Remedial Alternatives - - Comparison of the relative performance of each remedial alternative in relation to the evaluation criteria. The comparative analysis will be presented in tabular form, listing each of the remedial alternatives, and including a brief summary of the merits or disadvantages of each remedial alternative with respect to the evaluation criteria. 5.0 Identification of Recommended Alternative - - Presentation of the recommended remedial action and the rationale for that recommendation.

Attachment 1 DRAFT WORK PLAN Soil Assessment and Disposition Plan At the City of Newburgh Sewage Treatment Plant Central Hudson Gas & Electric Corporation Poughkeepsie, New York February 1995 BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS 6723 Towpath Road Syracuse, New York 13214 (315) 446-9120

Table of Contents Page 1.0 Introduction 1 1.1 Overview 1
2.0 Scope of Work 2.1 2.2 2.3 Work Task 1 - Boring Installation Work Task 2 - Sampling and Analysis Work Task 3 - A Soil Assessment and Disposition Report 2 2 3 4

3.0 Schedule 6 4.0 References 7 FIGURES 1 Proposed Boring Location Map BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS

1.0 Introduction 1.1 Overview In August 1994, during excavation activities for a secondary clarifier at the city of Newburgh sewage treatment plant (STP) located along Renwick and River Streets (Figure 1), a tar-like substance was observed in the subsurface. Since that time, soil and ground-water samples have been obtained and analyzed from the STP and areas surrounding the STP, including the property owned by Central Hudson Gas & Electric Corporation (CHG&E) located along South Water Street, which formerly housed a manufactured gas plant (MGP). This former MGP, known as the Newburgh MGP Site, was listed on the New York State Registry of Inactive Hazardous Waste Disposal Sites in 1986 with a classification 2a, site requiring further investigation. CHG&E conducted such an investigation under the terms of a Consent Order with the New York State Department of Environmental Conservation (NYSDEC) in 1988. As a result of the investigation, NYSDEC removed the Newburgh MGP Site from the registry. Blasland, Bouck & Lee, Inc. (BB&L), on behalf of CHG&E, has prepared this Work Plan to assess the extent of impacted soil in the proposed clarifier area such that the appropriate disposition of the impacted soils can be determined prior to the construction of the clarifier. This Work Plan presents the scope of work to fulfill this objective in Section II, Scope of Work. BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS

2.0 Scope of Work The scope of work to address the objective set forth in Section I will include the installation of borings in the proposed clarifier area; the performance of sampling and analysis of representative materials; and the completion of a Soil Assessment and Disposition Report. The work tasks necessary to meet the objectives of the investigation are provided below: - Work Task 1 - Boring Installation - Work Task 2 - Sampling and Analysis - Work Task 3 - Soil Assessment and Disposition Report 2.1 Work Task 1 - Boring Installation Under this task, up to nine borings will be installed to assess the extent of impacted soil in the proposed clarifier area. At least one of the proposed borings will extend to the top of bedrock, while the remainder of the borings will extend to approximately 30 feet below ground level or just below the base of the proposed clarifier. In addition up to three temporary ground-water sampling points will be installed at the water table. The borings and the temporary ground-water sampling points will be installed using the Geoprobe method, a direct push technique that minimizes soil cuttings. The Geoprobe system uses a truck- mounted hydraulic hammer to push a probe to the sample depth. The soil samples will be collected with a 2-inch split-spoon sampler. In the event, the Geoprobe technology cannot be used due to subsurface conditions, the boring will be installed using small-diameter hollow stem augers. During the installation of the test borings, soil samples will be collected continuously via a split-spoon sampler, visually described using the Unified Soil Classification System (USCS), screened with a photoionization detector (PID) for the presence and relative concentrations of VOCs, and physically observed for waste materials. The PID screening procedures will also provide for health and safety monitoring during the installation of the borings. BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS

Soils generated during the drilling will be staged on plastic, segregated based on visual observations and PID readings, then transferred to 55-gallon drum containers for subsequent disposal, or placed back into the borehole mixed with bentonite. Soils with visible waste materials will be containerized, while native soils will be placed back into the borehole to the extent feasible. Sampling equipment will be decontaminated prior to initiating the boring activities, in between each test boring, and at the completion of all boring activities. Decontamination will be conducted at a central location within a plastic-lined pad. Decontamination water will be collected and transferred to a central container for subsequent disposal. 2.2 Work Task 2 - Sampling and Analysis To further characterize the materials observed at the STP, up to five composite soil samples will be submitted for hazardous waste characterization. Sample selection will be based on visual evidence of waste materials and/or PID screening measurements. Hazardous waste characterization will be used to determine if the materials could be characterized as a hazardous waste and to evaluate potential disposal options associated with materials excavated at the STP prior to the construction of the clarifier. The methods and parameters for this characterization are as follows: - Method 1311 for toxicity characterization leaching procedure (TCLP) and appropriate SW-846 (USEPA, 1990) methods; - Methods per Chapter 7.3 of SW-846 (USEPA, 1990) for reactivity (cyanide, sulfide); and - Methods per Chapter 8.1 and 8.2 of SW-846 (USEPA, 1990) for ignitability and corrosivity only if the materials contain a liquid component as determined by Method 9095, the Paint Filter Test. Up to three ground-water samples will also be obtained from the proposed borings and analyzed for parameters that will be based on the influent requirements of the city of Newburgh STP. BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS

2.3 Work Task 3 - A Soil Assessment and Disposition Report Upon completion of this investigation, a Soil Assessment and Disposition Report based on the findings will be prepared. The anticipated format for this report is as follows: Section 1.0 Introduction Section 2.0 Investigation Results 2.1 Boring Investigation 2.2 Sampling and Analysis Results Section 3.0 Extent of Impacted Soil 3.1 Disposition Options Section 4.0 Summary and Conclusions Tables Hazardous Waste Characterization Results Boring Specifications Figures Site Map Attachments Analytical Data Subsurface Logs BLASLAND, BOUCK & LEE, INC. ENGINEERS & SCIENTISTS

3.0 Schedule This Work Plan will be initiated within three weeks following authorization and approval from CHG&E and the NYSDEC. Once initiated, the estimated duration to complete the work tasks is approximately 10 weeks, including laboratory analyses.

4.0 References United States Environmental Protection Agency (USEPA), 1990; Test Methods for Evaluating Solid Wastes, SW-846; Third Edition. USEPA, 1984; Sampling and Analysis Methods for Hazardous Waste Combustion, EPA 600/8-84-002.

Figures 1 Proposed Boring Location Map

[Map]

Illustration of investigation area showing approximate location of area of proposed borings to be installed during soil assessment and disposition study. Attachment 1 of revised preliminary RI/FS Work Plan Outline.

[Map]

Illustration of investigation area showing approximate location of area of proposed borings to be installed during soil assessment and disposition study. Attachment 1 of revised preliminary RI/FS Work Plan Outline.


								
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