4. This firm is the owner or operator of the following hazardous secondary material management facilities for which financial assurance is not demonstrated either to EPA or a State through the financial test or any other financial assurance mechanism specified in subch. H of ch. NR 661, Wis. Adm. Code, or equivalent or substantially equivalent State mechanisms. The current cost estimates not covered by such financial assurance are shown for each facility:____. 5. This firm is the owner or operator of the following underground injection control facilities for which financial assurance for plugging and abandonment is required under 40 CFR part 144. The current closure cost estimates as required by 40 CFR 144.62 are shown for each facility:____. 6. This firm is the owner or operator of the following facilities for which financial assurance for closure or post-closure care is demonstrated through the financial test specified in subch. H of ch. NR 664 and subch. H of ch. NR 665, Wis. Adm. Code. The current closure and/or post-closure cost estimates covered by the test are shown for each facility: ____. 7. This firm guarantees, through the guarantee specified in subch. H of ch. NR 664 and subch. H of ch. NR 665, the closure or post-closure care of the following facilities owned or operated by the guaranteed party. The current cost estimates for the closure or post-closure care so guaranteed are shown for each facility: ____. The firm identified above is [insert one or more: (1) The direct or higher-tier parent corporation of the owner or operator; (2) owned by the same parent corporation as the parent corporation of the owner or operator, and receiving the following value in consideration of this guarantee ____; or (3) engaged in the following substantial business relationship with the owner or operator ____, and receiving the following value in consideration of this guarantee ____.] [Attach a written description of the business relationship or a copy of the contract establishing such relationship to this letter].
8. In States where EPA is not administering the financial requirements of subch. H of ch. NR 664 or subch. H of ch. NR 665, this firm, as owner or operator or guarantor, is demonstrating financial assurance for the closure or post-closure care of the following facilities through the use of a test equivalent or substantially equivalent to the financial test specified in subch. H of ch. NR 664 and subch. H of ch. NR 665. The current closure and/or post-closure cost estimates covered by such a test are shown for each facility: ____. 9. This firm is the owner or operator of the following hazardous waste management facilities for which financial assurance for closure or, if a disposal facility, post-closure care, is not demonstrated either to EPA or a State through the financial test or any other financial assurance mechanism specified in subch. H of ch. NR 664 and subch. H of ch. NR 665 or equivalent or substantially equivalent State mechanisms. The current closure and/or post-closure cost estimates not covered by such financial assurance are shown for each facility: ____. This firm [insert “is required” or “is not required”] to file a Form 10K with the Securities and Exchange Commission (SEC) for the latest fiscal year.
The fiscal year of this firm ends on [month, day]. The figures for the following items marked with an asterisk are derived from this firm’s independently audited, year-end financial statements for the latest completed fiscal year, ended [date].
Part A. Liability Coverage for Accidental Occurrences
[Fill in Alternative I if the criteria of sub. (6) (a) 1. of s. NR 661.0147, Wis. Adm. Code, are used. Fill in Alternative II if the criteria of sub. (6) (a) 2. of s. NR 661.0147, Wis. Adm. Code, are used.] ALTERNATIVE I
1. Amount of annual aggregate liability coverage to be demonstrated $____-.
*2. Current assets $____-.
*3. Current liabilities $____-.
4. Net working capital (line 2 minus line 3) $____-.
*5. Tangible net worth $____-.
*6. If less than 90% of assets are located in the U.S., give total U.S. assets $____-.
7. Is line 5 at least $10 million? (Yes/No) ____-.
8. Is line 4 at least 6 times line 1? (Yes/No) ____-.
9. Is line 5 at least 6 times line 1? (Yes/No) ____-.
*10. Are at least 90% of assets located in the U.S.? (Yes/No) ____. If not, complete line 11.
11. Is line 6 at least 6 times line 1? (Yes/No) ____.
ALTERNATIVE II
1. Amount of annual aggregate liability coverage to be demonstrated $____-.
2. Current bond rating of most recent issuance and name of rating service ____-____-.
3. Date of issuance of bond ________—.
4. Date of maturity of bond ________—.
*5. Tangible net worth $____-.
*6. Total assets in U.S. (required only if less than 90% of assets are located in the U.S.) $____-.
7. Is line 5 at least $10 million? (Yes/No) ____-.
8. Is line 5 at least 6 times line 1? ____-.
9. Are at least 90% of assets located in the U.S.? If not, complete line 10. (Yes/No) __
10. Is line 6 at least 6 times line 1? ____-.
[Fill in part B if you are using the financial test to demonstrate assurance of both liability coverage and costs assured under s. NR 661.0143 (5) or closure or post-closure care costs under s. NR 664.0143, 664.0145, 665.0143 or 665.0145, Wis. Adm. Code.] Part B. Facility Care and Liability Coverage
[Fill in Alternative I if the criteria of subs. (5) (a) 1. of s. NR 661.0143 and (6) (a) 1. of s. NR 661.0147 are used. Fill in Alternative II if the criteria of subs. (5) (a) 2. of s. NR 661.0143 and (6) (a) 2. of s. NR 661.0147, Wis. Adm. Code are used.] ALTERNATIVE I
1. Sum of current cost estimates (total of all cost estimates listed above) $____-
2. Amount of annual aggregate liability coverage to be demonstrated $____-
3. Sum of lines 1 and 2 $____
*4. Total liabilities (if any portion of your cost estimates is included in your total liabilities, you may deduct that portion from this line and add that amount to lines 5 and 6) $____-
*5. Tangible net worth $____
*6. Net worth $____-
*7. Current assets $____
*8. Current liabilities $____
9. Net working capital (line 7 minus line 8) $____
*10. The sum of net income plus depreciation, depletion, and amortization $____-
*11. Total assets in U.S. (required only if less than 90% of assets are located in the U.S.) $____
12. Is line 5 at least $10 million? (Yes/No)
13. Is line 5 at least 6 times line 3? (Yes/No)
14. Is line 9 at least 6 times line 3? (Yes/No)
*15. Are at least 90% of assets located in the U.S.? (Yes/No) If not, complete line 16.
16. Is line 11 at least 6 times line 3? (Yes/No)
17. Is line 4 divided by line 6 less than 2.0? (Yes/No)
18. Is line 10 divided by line 4 greater than 0.1? (Yes/No)
19. Is line 7 divided by line 8 greater than 1.5? (Yes/No)
ALTERNATIVE II
1. Sum of current cost estimates (total of all cost estimates listed above) $____-
2. Amount of annual aggregate liability coverage to be demonstrated $____-
3. Sum of lines 1 and 2 $____
4. Current bond rating of most recent issuance and name of rating service ______-
5. Date of issuance of bond ______—
6. Date of maturity of bond ______—
*7. Tangible net worth (if any portion of the cost estimates is included in “total liabilities” on your financial statements you may add that portion to this line) $____-
*8. Total assets in the U.S. (required only if less than 90% of assets are located in the U.S.) $____-
9. Is line 7 at least $10 million? (Yes/No)
10. Is line 7 at least 6 times line 3? (Yes/No)
*11. Are at least 90% of assets located in the U.S.? (Yes/No) If not complete line 12.
12. Is line 8 at least 6 times line 3? (Yes/No)
I hereby certify that the wording of this letter is identical to the wording specified in s. NR 661.0151 (6), Wis. Adm. Code, as such regulations were constituted on the date shown immediately below. [Signature]
[Name]
[Title]
[Date]
NR 661.0151(7)(a)(a) A corporate guarantee, as specified in s. NR 661.0143 (5) shall be worded as follows, except that instructions in brackets are to be replaced with the relevant information and the brackets deleted: Corporate Guarantee for Facility Care
Guarantee made this [date] by [name of guaranteeing entity], a business corporation organized under the laws of the State of [insert name of State], herein referred to as guarantor. This guarantee is made on behalf of the [owner or operator] of [business address], which is [one of the following: “our subsidiary”; “a subsidiary of [name and address of common parent corporation], of which guarantor is a subsidiary”; or “an entity with which guarantor has a substantial business relationship, as defined in ss. NR 664.0141 (8) and 665.0141 (8), Wis. Adm. Code” to the department. Recitals
1. Guarantor meets or exceeds the financial test criteria and agrees to comply with the reporting requirements for guarantors as specified in s. NR 661.0143 (5), Wis. Adm. Code. 2. [Owner or operator] owns or operates the following facility(ies) covered by this guarantee: [List for each facility: EPA Identification Number (if any issued), name, and address.
3. “Closure plans” as used below refer to the plans maintained as required by subch. H of ch. NR 661, Wis. Adm. Code, for the care of facilities as identified above. 4. For value received from [owner or operator], guarantor guarantees that in the event of a determination by the department that the hazardous secondary material at the owner or operator’s facility covered by this guarantee do not meet the conditions of the exclusion under s. NR 661.0004 (1) (x), Wis. Adm. Code, the guarantor will dispose of any hazardous secondary material as hazardous waste, and close the facility in accordance with closure requirements found in ch. NR 664 or 665, Wis. Adm. Code, as applicable, or establish a trust fund as specified in s. NR 661.0143 (1), Wis. Adm. Code, in the name of the owner or operator in the amount of the current cost estimate. 5. Guarantor agrees that if, at the end of any fiscal year before termination of this guarantee, the guarantor fails to meet the financial test criteria, guarantor shall send within 90 days, by certified mail, notice to the department for the region(s) in which the facility(ies) is(are) located and to [owner or operator] that he intends to provide alternate financial assurance as specified in subch. H of ch. NR 661, Wis. Adm. Code, as applicable, in the name of [owner or operator]. Within 120 days after the end of such fiscal year, the guarantor shall establish such financial assurance unless [owner or operator] has done so. 6. The guarantor agrees to notify the department by certified mail, of a voluntary or involuntary proceeding under Title 11 (Bankruptcy), U.S. Code, naming guarantor as debtor, within 10 days after commencement of the proceeding.
7. Guarantor agrees that within 30 days after being notified by the department of a determination that guarantor no longer meets the financial test criteria or that he is disallowed from continuing as a guarantor, he shall establish alternate financial assurance as specified in ch. NR 664, 665, or subch. H of ch. NR 661, Wis. Adm. Code, as applicable, in the name of [owner or operator] unless [owner or operator] has done so. 8. Guarantor agrees to remain bound under this guarantee notwithstanding any or all of the following: amendment or modification of the closure plan, the extension or reduction of the time of performance, or any other modification or alteration of an obligation of the owner or operator pursuant to ch. NR 664, 665, or subch. H of ch. NR 661, Wis. Adm. Code. 9. Guarantor agrees to remain bound under this guarantee for as long as [owner or operator] shall comply with the applicable financial assurance requirements of chs. NR 664 and 665, Wis. Adm. Code, or the financial assurance condition of s. NR 661.0004 (1) (x) 6. f., Wis. Adm. Code, for the above-listed facilities, except as provided in paragraph 10 of this agreement.
