<PAGE>
SHARING AGREEMENT
AGREEMENT dated March 31, 2000 between Compost America Holding
Company, Inc. ("CAHC"), Wasteco Ventures Limited ("Wasteco") and Robert J. Longo
("Longo").
WHEREAS, Wasteco and Longo are holders and owners of all of
the Class A Preferred ("A Preferred") and Class C Preferred ("C Preferred")
Stock of CAHC, being a total of 130,000 shares of A Preferred and 70,000 shares
of C Preferred held by Wasteco and 39,000 shares of A Preferred and 21,000
shares of C Preferred held by Longo; and
WHEREAS, the provisions of the certificate of Incorporation of
CAHC relating to such Class A Preferred and C Preferred Stock provide to Wasteco
and Longo an option (the "Exchange Option") to exchange the CAHC "Surrender
Shares", hereinafter defined, for all of the issued and outstanding shares (the
"Exchange Shares") of Environmental Protection & Improvement Company Inc.
("EPIC") in defined circumstances. The CAHC Surrender Shares are all of the A
Preferred and C Preferred of CAHC acquired by Wasteco and Longo by purchase on
or about November, 1997 as well as (i) 14,937,791 common shares of CAHC acquired
by them at that time (11,490,609 shares held by Wasteco and 3,447,182 shares
held by Longo) (ii) 783,842 common shares acquired in a special distribution to
them in April, 1998 (602,955 shares held by Wasteco and 180,887 shares held by
Longo) being a total of 12,093,564 common shares held by Wasteco and 3,628,069
common shares held by Longo, but excluding any common shares acquired or to be
acquired by them as dividends on A Preferred and C Preferred; and
WHEREAS, CAHC has experienced financial difficulties; and
WHEREAS, CAHC acknowledges that Wasteco and Longo currently
have rights to exercise the Exchange Option subject, however, to the provisions
of New Jersey law referred to below; and
WHEREAS, Wasteco and Longo initially indicated to CAHC their
intent to exercise the Exchange Option; and
WHEREAS, after extended discussions and study, CAHC and
Wasteco and Longo thereafter concluded that CAHC might be unable to operate its
business were the Exchange Option to be exercised and honored; and
WHEREAS, CAHC, Wasteco and Longo, recognize the need to effect
a compromise that avoids impairing the operations of CAHC; and
WHEREAS, CAHC, with the consent of Wasteco and Longo, has been
exploring a sale of all the stock of EPIC to deal with its financial
difficulties; and
<PAGE>
WHEREAS, CAHC is now engaged in negotiations to sell all of
the stock of EPIC (the "Shares") to Synagro Technologies, Inc. (the "Sale")
pursuant to a stock purchase agreement ("SPA") and wishes to effect the Sale;
and
WHEREAS, the consummation of the Sale of the Shares of EPIC
and related simultaneous transactions is referred to hereinafter as the
"Closing"; and
WHEREAS, because of the existence of the Exchange Option, CAHC
is unable to effect the Sale without the agreement of Wasteco and Longo; and
WHEREAS, CAHC has considered making a significant distribution
to Wasteco and Longo to recognize their rights, subject only to the limitations
of New Jersey law relating to distributions with respect to stock; and
WHEREAS, CAHC, Wasteco and Longo estimate that the Exchange
Option, were CAHC able to fulfill its obligations under it, would be valued at
$30-35 million less the current value of CAHC stock purchased by them (and to be
surrendered upon exercise of the option) for $26 million, the value of which
stock is now severely depressed; and
WHEREAS, Wasteco and Longo recognize that, even if legally
proper, under the current circumstances, such a distribution might be
detrimental to the short term goals of Compost and its shareholders and
creditors; and
WHEREAS, Wasteco and Longo are prepared to retain their CAHC
stock and forego appropriate compensation for the loss of the Exchange Option,
provided that CAHC is agreeable to the terms and conditions of this Agreement;
and
WHEREAS, the parties desire to record their agreement with
respect to the waiver of the Exchange Option and related matters;
WHEREAS, Wafra Acquisition Fund 7 L.P. signs this agreement as
beneficial owner of shares standing in the name of Wasteco solely to confirm
that it has no objection to Wasteco's action in entering into this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. Effective upon Closing and completion of all transactions contemplated
hereunder to take place at the Closing, Wasteco and Longo hereby waive
irrevocably and forever any right to the Exchange Option but only in
order to facilitate a sale of all of the Shares of EPIC to Synagro on
or before May 31, 2000 for a sale price of (1) not less than $37.5
million in cash payable at Closing (subject to certain closing
adjustments relating to working capital) and (2) an Earn-Out Agreement
("EOA") providing for payments of up to $6.2 million plus any
applicable interest for late payments.
2. All Note obligations payable to Wasteco and Longo (including interest
to the date of payment) arising out of loans to EPIC and CAHC as shown
on Schedule A hereto shall be paid by CAHC in cash at Closing.
<PAGE>
3. Reasonable legal fees and expenses of Wasteco and Longo (but not in the
aggregate in excess of $1 million) in connection with the study of the
alternatives available to CAHC and negotiations with all parties to the
Closing (including but not limited to Lionhart, Aryeh, Synagro and
those parties who have negotiated for settlements with CAHC during the
period January 1, 1999 to the Closing) shall be paid by CAHC in cash at
the Closing.
4. (a) At Closing CAHC shall grant to a designee of Wasteco and Longo (the
"Designee") a first lien security interest including proceeds in (i)
the EOA and (ii) all of its membership interests in American Marine
Rail LLC ("AMR") as well as all rights it has under AMR's limited
liability company agreement and the AMR Investment Agreement dated as
of August 31, 1997, as amended, including the rights to purchase
additional interests in AMR from AW Compost and in all additional
interests purchased. The lien granted under (i) shall be limited to
$6.2 million plus interest received for late payment, and the lien
granted under (ii) shall be limited to $3 million.
(b) In order to provide such first lien interests, CAHC shall fully
exercise its options to purchase all membership interests in AMR as
soon as available to it from proceeds from the EPIC sale transaction.
Each such security interest shall secure the obligations described in
this paragraph 4.
(c) CAHC will make commercially reasonable efforts to sell, dispose or
otherwise monetize all of its rights in AMR within 36 months after
Closing. Upon any such sale or disposition, the net proceeds (but not
more than the maximum amount of the lien as described above) shall be
held in a separate account subject to the applicable security interest.
Upon any collection of funds under the EOA such funds shall also be
held in a separate account subject to the applicable security interest.
CAHC agrees to hold the EOA to May 15, 2003 or to that time that any
Disputed Amounts (as defined in the EOA) under the EOA are resolved. At
each time when (1) cash or cash equivalents are held in either of the
separate accounts exceeding $1 million or (2) all of the property
originally held in either of the separate accounts is sold, CAHC shall
(i) redeem Class A preferred Stock in the amount contained in the
applicable account but not in the aggregate more than $3 million as to
proceeds arising as to the AMR interests and (ii) redeem Class C
preferred Stock in the amount contained in the applicable account but
not more than $6.2 million plus interest received for late payment as
to proceeds arising as to the EOA. Each security interest shall be
terminated whenever the maximum redemption described above arising
therefrom is achieved. Any redemption otherwise required hereunder that
is not permissible under applicable law shall be deferred to the extent
required to make such redemption hereunder when effective fully
permissible under applicable law. At Closing the Certificate of
Incorporation provisions governing the Class A and Class C preferred
stock shall be amended to provide for the redemption obligations
described herein.
(d) CAHC shall provide prompt notice to the Designee of (i) any
adjustment of the EOA Amount (as defined in the EOA) (ii) receipt of
any property in any such separate account and (iii) any sale,
disposition or other transaction involving the property subject to the
security interests.
<PAGE>
5. (a) CAHC shall defend title to the security at its sole expense
(including the defense against any reduction in the EOA unless Wasteco
and Longo agree that such defense is inappropriate). If CAHC shall fail
to fulfill such defense obligation the Designee may do so and shall be
entitled to utilize any amount held in any of the security accounts in
the reasonable exercise of its rights to defend.
(b) In view of the obligations under paragraph 4, CAHC's ability to pay
preferred dividends other than in common stock is reduced. Accordingly,
the certificate of incorporation provisions governing the Class A and
Class C preferred shall be amended to provide that both Class A and
Class C preferred stock may pay dividends currently in common stock
effective November 1, 1999 at the current formula price specified in
the Class A Preferred Stock Certificate of Designation.
6. All notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (including telex and
facsimile communication) and shall be personally delivered or sent by
certified mail, postage prepaid, or overnight courier or facsimile, to
the intended party at the address or facsimile number of such party set
forth below or at such other address or facsimile number as shall be
designated by such party in a written notice to the other parties
hereto. All such notices and communications shall be effective (a) if
personally delivered, when received, (b) if sent by certified mail,
four Business Days after having been deposited in the mail, postage
prepaid, (c) if sent by overnight courier, two Business Days after
having been given to such courier, unless sooner received by the
addressee and (d) if transmitted by facsimile, when sent, upon receipt
confirmed by telephone or electronic means. Notices and communications
sent hereunder on a day that is not a Business Day shall be deemed to
have been sent on the following Business Day.
If to Longo:
Robert J. Longo
71 Roxiticus Road
Mendham, New Jersey
with a copy to:
Okin Hollander & DeLuca LLP
One Parker Place
Fort Lee, New Jersey 07024
<PAGE>
If to Wasteco:
Wasteco Ventures Limited
Citco Building
Wickhams Cay
P.O. Box 662
Road Town
Tortola, B.V.I.
with a copy to:
c/o Wafra Partners
345 Park Avenue, 41st Fl.
New York, New York 10154
Attn.: John T. Shea
If to CAHC:
Compost America Holding Company, Inc.
One Gateway Center, 25th Floor
Newark, New Jersey 07102
Attention: Office of the President c/o Chris Daggett
with a copy to:
Greenberg Traurig
2050 One Commerce Square
2005 Market Street
Philadelphia, Pennsylvania 19103
Attention: Ted Mason
7. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York. It sets forth the entire agreement
with respect to the matters described here. Neither party may assign
the obligations or benefits of this Agreement without the consent of
the others except as specifically permitted herein and shall bind
successors by operation of law.
8. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of a
signature page to this Agreement (whether by fax or manually executed)
shall be effective as if it were delivery of a manually executed
counterpart of this Agreement.
<PAGE>
9. (a) Each of the parties hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of
any New York State court or federal court of the United States of
America sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each
of the parties hereto hereby irrevocably and unconditionally agrees
that all claims in respect of any such action or proceeding may be
heard and determined in any such New York State court or, to the extent
permitted by law, in such federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
(b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this
Agreement in any New York State or federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.
10. Each of the parties hereto hereby irrevocably waives all right to trial
by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this
Agreement in the negotiation, administration, performance or
enforcement thereof.
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement as
of the date first written above.
COMPOST AMERICA HOLDING COMPANY INC.
By _________________________________________
WASTECO VENTURES LIMITED
By: ________________________________________
Name:
Title:
WAFRA ACQUISITION FUND 7, L.P.
By: WAFRA PARTNERS, L.P., its general partner
By: WAFRA PARTNERS, INC., in its capacity as
general partner of Wafra Partners, L.P.
By: _______________________________________
Name:
Title:
_______________________________________
Robert J. Longo
<PAGE>
Additional Signatories for COMPOST AMERICA HOLDING COMPANY, INC.
OFFICE OF THE PRESIDENT
By: ______________________
Christopher J. Daggett
By: ______________________
Marvin H. Roseman
<PAGE>
Wasteco/Longo Notes Worksheet
Interest (per annum) 10%
<TABLE>
<CAPTION>
Accrued Interest Principal + Interest
Date Principal at 4/15/00 at 4/15/00
---- --------- ---------------- --------------------
<S> <C> <C> <C> <C>
Wasteco 5/4/99 1,250,000 118,101 $ 1,368,101
Longo 5/4/99 360,000 34,013 394,013
Wasteco 12/9/99 250,000 8,480 258,480
12/29/99 130,000 3,700 133,700
1/20/00 200,000 4,552 204,552
2/4/00 150,000 2,846 152,846
-------------
$ 2,511,692
-------------
</TABLE>
