REIBER, KENLAN, SCHWIEBERT, HALL & FACEY, P.C
ATTORNEYS AT LAW
P. O. BOX 578
RUTLAND, VERMONT 05702-0578
TELEPHONE (802) 773-3300
TELEFAX (8021 775-1581

JOHN A. FACEY III
SHANNON A. BERTRAND
JAMES P. W. GOSS
JAMES C. LEARY
PETER W HALL
STEVEN E. SCHINDLER, CPA
A. JAY KENLAN
MARY GLEASON HARLOW
RODNEY E. McPHEE
MARY E. GRADY
JOHN C. NEWMAN LLM (Tax)
PAUL L. REIBER
EDWARD V SCHWIEBERT
OF COUNSEL
CAROLYN BROWNE ANDERSON
DONALD L. RUSHFORD

BY HAND DELIVERY

August 6, 1999

Mr. William Burke
District # 1 Coordinator
440 Asa Bloomer State Office Building
Rutland, VT 05701-5903

RE: OMYA, Inc.: Verpol Plant, Land Use Permit #lR0271-15
RKSH&F File No. 8007-200

Dear Bill:

Further to my letter of July 28, 1999, and in connection with the Application for Amendment to Land Use Permit #lR0271, series, you requested additional information for use in connection with and consideration of the Application. I will repeat the issues you raised, followed by the information in response:

1. Is a Water Supply and Wastewater Permit Amendment required in connection with the Project, and particularly for the tie-in of the West Plant to the East Plant septic system? As you will recall, the Department of Environmental Conservation approved the tie-in when it issued Permit #WW-1-0083-3 on November 4, 1998. At the time that permit was issued, there was no specific need to construct the tie-in. In view of the proposal in the Project to consolidate staff from various locations on the "campus", it is appropriate to construct the tie-in now, and that construction will be undertaken as part of the Project. In addition, the expansion of the warehouse and the relocation of the truck staging area and the ore haul road (which also shall serve as access to the new employee parking lot) to the north will require modification to three manholes providing access to the existing septic system- at the West Plant. As you know, Louis Gaudreau, OMYA's Plant Engineer, met with Dave Swift and Dave stated that a minor amendment to the WW Permit would be in order to provide a record of the tie-in and the method of providing continued access to the manholes. That application for minor amendment was made, and a copy was provided directly to you, on August 5, 1999. I am not enclosing another copy herewith, but if any of those listed on the Service List desire a copy, they should contact me directly.

2. Please provide a lighting plan and description of the lighting changes proposed as part of the Project. Enclosed is a copy of a Memorandum to me from Rich Gutowski, the Electrical Engineer at OMYA, providing additional detail. for the lighting changes

71 ALLEN STREET RUTLAND, VERMONT 05701

Mr. William Burke Page 2 August 6, 1999

proposed, to which are attached additional copies of lighting cut-sheets describing the type of light fixtures to be used. Also enclosed is a plan of the lighting showing the proposed layout of lighting to ensure the safety and security of the people using the identified areas. A significant feature of the lighting plan, that was not described in the Application, is the specific effort to avoid casting light on the building walls and panels that, in the past, have caused concern with regard to reflected light. That is expected to result in a continuation of the improvement in the lighting at the Plant, which has resulted in a dramatic reduction in night-time light emissions.

3. Will the Project result in an increase in truck traffic over levels presently permitted, and specifically those most recently documented in Land Use Permit #lR0271-14? The short answer, as set forth in the Application itself, is "no". As was explained at the time of the -14 amendment, the permitted and constructed productive capacity of the Plant has not been fully utilized, although that utilization is expected to be achieved over time as demand for OMYA's high quality products continues to grow in the marketplace. In the -14 amendment, OMYA proposed the addition of new machinery to enable the production of different products within the productive capacity of the Plant; it is the purpose of the pending Application to facilitate the storage and packaging, especially in semi-bulk bags, of the different products that OMYA produces and sells throughout North America to the paper, paint, and plastics industries. I am informed by OMYA that it is expected that the Plant's productive capacity, in relation to truck traffic, may be achieved sometime between the years 2001 and 2005. However, as I explained to you, and as OMYA explained during the -14 amendment, it is not possible to pinpoint a precise time or date when that will occur (any more than a restaurant can state precisely when or on what date it will fill all its seats), because that depends on OMYA's customers, not on OMYA alone. Furthermore, to the extent finished product can be shipped by rail, that product need not be shipped by truck. OMYA's use of the rail roads continues, and continues to expand. OMYA will have in excess of 1100 railcars in its fleet in North America by the end of the year. While the time projection given above is as accurate as possible and is based upon company experience, it is not a mathematical certainty because it depends on variables that are outside of OMYA's direct control. Suffice to say, however, regardless of when that permitted and constructed capacity utilization is reached, OMYA intends to reach it, and all of its plans are based on doing just that.

You also asked whether the semi-bulk bagged product could be "back-hauled" by the quarry trucks to the quarry in Middlebury in an effort to reduce total truck traffic in Brandon, to the extent finished products are shipped to the north of Brandon. The concept, while interesting, cannot be accomplished, for a number of reasons:

a. The semi-bulk bags are placed on pallets for shipment; all pallet loads from the Plant are loaded with a fork truck onto flat-bed trailers or into closed trailers, or railcars in the case of rail shipment. The trucks used to haul ore from Middlebury can not be loaded with pallets of product using a fork truck. The trailers have side

Mr. William Burke Page 3 August 6, 1999

walls, which prevents side loading like a flat bed, and they have tail gates, and can
not be loaded like a van (trailer).
b. The haul truck trailers can not be unloaded with a fork truck for the same reasons noted above.
c. The pallet loads need to be covered and protected from the elements both during transport and in storage. The haul trucks do not have weather tight provisions nor are there storage facilities in Middlebury.
d. Most orders at the Plant are just in time and have special requirements, which
makes warehousing product in a remote site difficult, if not impossible, for many
of OMYA's customers.
e. As noted, backhauling would require a warehouse facility in Middlebury, which would require double handling of the products, reduced efficiencies and increased consumption of energy, and additional costs. (In addition to those costs and
inefficiencies, if the ore haul trucks could be used to backhaul, which they cannot,
it would be necessary to acquire additional trucks to accommodate the
"downtime" and delays incurred while those trucks, which now deposit their loads
and leave, enter the queue to be loaded with finished product.) The result would
be added costs to OMYA and to its customers.
f. Common carriers transporting finished product to the north do not all come from the north. Accordingly, the back haul concept might not result in a reduction of
traffic in Brandon. In fact, if a product were in storage in Middlebury, traffic in
Brandon could be increased by the need for vehicles to travel north to get product
for deliveries to the south. While that might be avoidable in most instances, it
would not be avoidable in all.

As a corollary of the traffic issue, you asked whether the turning lane improvements, set forth in a condition in the -14 amendment, were going to be constructed. As I informed you on the telephone, that work is in process and is expected to be completed this fall. We are awaiting final issuance of deferral of permits required for the acquisition of land necessary for the work to be done, and I expect they will be issued momentarily, whereupon OMYA can acquire and then convey the land to the State and the work can commence.

4. Will it be necessary to obtain an amendment to the stormwater discharge permit? It was my understanding, and the information on which that was based is the same as that used in the Application, that no amendment would be needed because there was not proposed to be a significant increase in impervious area. Following our discussion, I contacted the engineering group and requested that the calculations be run again regarding the change in impervious area. (As you know, the lands on the campus could be said to be "soil challenged" and are substantially impacted by bedrock, much of which is exposed.) A review of the areas to be altered in the construction of the Project and a conservative evaluation of what had been considered to be existing impervious soils now has demonstrated that there is expected to be a greater change in impervious surfaces than originally determined. Although there could be other approaches to the issue, OMYA has

Mr. William Burke Page 4 August 6, 1999

decided that it will be more practical, more secure, and likely faster to expand the stormwater detention area, and for that it will file an application for amendment to its existing stormwater permit. That permit is expected to be filed about on or before Augusi 17, 1999. In view of the back-log facing applications for stormwater discharge permits, and in the expectation that such a permit will not be available to establish a presumption of compliance under EBR 19(A)(2), OMYA intends to satisfy the substantive criteria of Act 250, relevant to stormwater discharge, with independent evidence for which provision is made in EBR 19(A)(3) and (D), and for which it hereby requests the Commission's approval.

I believe that addresses the issues you raised, but if you, or the members of the Commission, have further questions, please call me. I am providing a copy of this letter, and the enclosures, to the persons identified on the Service List.

Sincerely,

Edward V. Schweibert

I have read and reviewed the foregoing and the enclosures described above and state that the content thereof is true and accurate to the best of my knowledge, information, and belief.

Louis Gaudreau

Sworn to before me this 6th day of August, 1999.

Notary Public
My Commission Expires: 2/10/2003

EVS/s Enclosures

cc: ST
LG
BC
JMM
JC
Service List