BEFORE THE ILLINOIS POLLUTION CONTROL BOARD

~CLLERK''SOFFE

RECEIVE[)

OF THE STATE OF ILLINOIS

APR 2 3 2007

INDIAN REFINING COMPANY, now part of the )

STATE

OF ILLINOIS

AWR LIQUIDATING TRUST,

)

Pollution

Control Board

Petitioner, )

v .

)

PCB No . 93-71

(Permit Appeal)

ILLINOIS ENVIRONMENTAL

)

PROTECTION AGENCY,

)

Respondent . )

NOTICE OF MOTION

To : PERSONS ON ATTACHED SERVICE LIST

PLEASE TAKE NOTICE that on April 30

. 2007, at the telephonic status hearing

previously set at 11 :00 a .m ., we shall present to Carol Webb, the Hearing Officer of the

Illinois Pollution Control Board .

. Petitioner's Motion to Voluntarily Dismiss Appeal, a copy

of which we served upon you . Pursuant to 35 III

. Admin. Code § 101 .103, we make this

filing on recycled paper .

April 23, 2007

Daniel T . Graham . Esq .

Funkhouser Vegosen Liebman & Dunn Ltd .

55 West Monroc Street

. Suite 2300

Chicago, Illinois 60603

Phone: (312)701-6800

Fax : (312)701-6801

INDIAN REFINING COMPANY, now

part of the

AWR LIQUIDATING TRUST,

Petitioner

---

CERTIFICATE OF SERVICE

Daniel T . Graham certifies that he caused copies of the attached Notice of Motion and

Petitioner's Motion to Voluntarily Dismiss Appeal hand delivered to :

Illinois Pollution Control Board

Attention : Ms . Dorothy Gunn, Clerk

State of Illinois Building

Suite 1150

100 West Randolph Street

Chicago, Illinois 60601

and served on :

Mr. Kyle Davis

c/o Mr . William Ingersoll

Illinois Environmental Protection Agency

Division of Legal Counsel

2200 Churchill Road

Springfield, Illinois 62794-9276

VIA FEDERAL EXPRESS

Ms. Carol Webb

Hearing Officer

Illinois Pollution Control Board

1021 North Grand Avenue East

P .O . Box 19274

Springfield, Illinois 62794-9274

VIA FEDERAL EXPRESS

on April 23, 2007, before the hour of 5 :00 p.m .

iel T . Graham

---

REc,-tgv

e

f

BEFORE'FIlE ILLINOIS POLLUTION CONTROL BOARD

CLERK'S OFFICE

OF THE STATE OF ILLINOIS

APR

2 3 2C!;7

STATE OF ILLINOIS

INDIAN REFINING COMPANY,

now part of the )

Pollution Control Board

AWR LIQUIDATING TRUST,

)

Petitioner, )

v .

)

PCB No . 93-71

(Permit Appeal)

ILLINOIS ENVIRONMENTAL

)

PROTECTION AGENCY,

)

Respondent . )

PETITIONER'S MOTION TO VOLUNTARILY DISMISS APPEAL

Pursuant to the Amended Consent Order entered by Judge Robert M . Hopkins on

April 17, 2007 in the matters of State of Illinois v. Indian Refining Company, Case No . 92

C11 6 and State of Illinois v. American Western Refining, L.P., Case No . 97 CII I L and as

agreed to by the parties . the Petitioner Indian Refining Company ("IRC"), now part of the

AWR Liquidating Trust ("AWRLf" and IRCC collectively referred to as the "Petitioner

through its attorneys. Funkhouser Vegosen Liebman & Dunn Ltd ., hereby moves this Board

for the entry of an order granting the voluntary dismissal of this appeal .

In support hereof. Petitioner states as follows :

This appeal arose out of the Illinois Environmental Protection Agency s

imposition of certain permit conditions on the closure of a land treatment unit (D081

.

commonly known as the "land farm") located in Lawrence County, Illinois

. 'I he closure was

pursuant to obligations imposed by the 1992 Consent Order entered by the Circuit Court of

Lawrence County . Case No . 92 C11 I l ("Consent Order")

. addressing environmental issues at

the limner Texaco-I awrcnceville Refinery (the "Site")

. In the Consent Order

. IRC pledged

approximately

$? .9

million in the form of various irrevocable letters of credit (liullc cash

---

collateralized) to assure the completion of remedial investigations required by the Consent

Order, of which $1,873,300 has been pledged for closure activities associated with the RCRA

closure plans for the RCRA tank systems and the land farm at the Site .

2 .

By agreement of the parties and with the approval of this Board, this appeal

has been pending since April 12, 1993, without a hearing date having been set . Petitioner had

filed an indefinite waiver of the statutory decision date in this matter .

3 .

Over the past several years, much has changed in the relationship of the parties

and with the enactment of new environmental laws and regulations that govern the closure of

the land farm and the appropriateness of the original permit . Texaco, Inc . has entered into its

own consent order with the State to provide a complete Remedial Investigation/Feasibility

Study for the Site . The Site is also now listed on the NPl, and is regulated under CERCLA .

The Petitioner will not repeat here what has been previously explained in prior status reports

to and status hearings before this Board .

4 .

The parties' negotiations over the past several years have included conferring

with Texaco, Inc . Those negotiations culminated in a comprehensive re-prioritization of

AWRLT's use of its limited funds for the continued operation of the Sites' waste water

treatment system and Site security and upgrades

. The parties and Texaco negotiated and

prepared a comprehensive amended consent order to replace AWRLT's obligations under the

Consent Orders entered in the 92 CH 6 and 97 C11 11 matters

.

5 .

On April 10

. 2007, the parties and Texaco appeared before Judge Robert M

.

IIopkins in the Circuit Court of Lawrence County in the matters referenced above and

presented a motion for the entry of an Amended Consent Order that rcllects (he changes in the

---

ownership of the property, the priority of use of A WRLT's limited funds and the activities to

be performed at the Site

. The Court set the matter to April 17, 2007 for ruling .

6.

At the hearing held on April 17, 2007, the Court informed the parties and

Texaco that the Amended Consent Order would be signed and entered

. A complete copy of

the Amended Consent Order is attached hereto as Exhibit A for the convenience of the Board .

7 .

As provided in Section VI11 .A .5 (p . 11), the Amended Consent Order defers

AWRLT's closure of the LTU

. AWRLT set aside funds in an Environmental Account to

address future closure needs for the LTU and the four rema ning above-ground tanks

.

Because Texaco's RI/FS is currently being reviewed by the Illinois Environmental Protection

Agency, the remedy for the Site has not been determined .

In compliance with Section VIII .A.2 (p . 10) of the Amended Consent Order,

Petitioner is obligated to dismiss this appeal

. Therefore, Petitioner hereby requests that the

Board grant its motion to dismiss this appeal, without prejudice .

9,

2007 . at 1 1 :00 a.m .

A telephonic status hearing has been previously set in this matter for April 30

.

---

WHEREFORE, for all of the foregoing reasons and in compliance with its

obligations in the Amended Consent Order entered on April 17, 2007, Petitioner Indian

Refining Company, now part of AWR Liquidating Trust, respectfully requests that this

Board grant its motion to voluntarily dismiss this appeal, without prejudice, and grant such

other and further relief as this Board deems just and appropriate

.

Respectfully submitted,

Daniel T . Graham, Esq .

Funkhouser Vegosen Liebman & Dunn Ltd .

55 West Monroe Street, Suite 2300

Chicago, Illinois 60603

Phone : (312) 701-6800

Fax : (312)701-6801

Dated : April 23 . 2007

4

INDIAN REFINING COMPANY, now

part of the AWR LIQUIDATING TRUST,

Petitioner

---

Exhibit A

---

EXHIBIT A

AMENDED CONSENT ORDER

Plaintiff, PEOPLE OF THE STATE OF ILLINOIS, ex rel

. LISA MADIGAN, Attorney

General of the State of Illinois, the Illinois Environmental Protection Agency ("Illinois EPA"), and

Defendant, AWR Liquidating Trust, successor in interest to Indian Refining Company and American

Western Refining, L

.P

. ("AWRLT"), have agreed to the making of this Amended Consent Order

("Consent Order"), which amends the consent order entered on May 14, 1992 in the 92 CH 6 matter

and incorporates the key provisions in the agreed order entered on August 12, 1999 in the 97 CH 1 1

matter, and submit it to this Court for approval . If this Court approves and enters this Consent

Order, Defendant agrees to be bound by the Consent Order and not to contest its validity in any

subsequent proceeding to implement or enforce its terms . However, it is the intent of the parties to

this Consent Order that it be a final judgment on the merits of this matter, subject to the provisions of

Section VIILF ("Release from Liability") and Section V111.H ("Modification of Consent Order") .

I . JURISDICTION

This Court has jurisdiction of the subject matter herein and of the parties consenting hereto

pursuant to the Illinois Environmental Protection Act

("Act")

. 415 II

.CS 5/1 et seq . (2004)

.

IN THE CIRCUIT COURT FOR THE SECOND JUDICIAL CIRCUIT

LAWRENCE COUNTY, ILLINOIS

PEOPLE OF THE STATE OF ILLINOIS,

)

Plaintiff,

)

v.

)

92-CH-6

AWR LIQUIDATING TRUST, successor in

)

interest to INDIAN REFINING COMPANY, and

)

AMERICAN WESTERN REFINING, L

.P.,

)

Defendant

.

)

and 97-CH-11

---

11 . AUTHORIZATION

The undersigned representatives for each party certify that they are fully authorized by the

party whom they represent to enter into the terms and conditions of this Consent Order and to legally

bind them to it .

III

. STATEMENT OF FACTS

A.

Parties

I .

On May 14, 1992, a Complaint was filed on behalf of the People of the State of

Illinois by the Attorney General of the State of Illinois, on his own motion and upon the request of

the Illinois Environmental Protection Agency (collectively, the "State"), pursuant to Section 42(d)

and (e) of the Act, 415 ILCS 5/42(d) and (e) (2004), against Indian Refining Company (the "IRC

Complaint")

. On August 27, 1997, a Complaint was filed by the State, pursuant to Section 42(d) and

(e) of the Act, 415 ILCS 5/42(d) and (e) (2004), against American Western Refining (the "AWR

Complaint") .

2.

The Illinois Environmental Protection Agency ("Illinois EPA") is an administrative

agency of the State of Illinois, created pursuant to Section 4 of the Act, 415 ILCS 5/4 (2004)

.

B .

Site Description

The property subject to the IRC and AWR Complaints consists of approximately 990

acres along the Embarras River in and near the City of Lawrenceville, Lawrence County, Illinois

("Site"),

as depicted on Attachment I hereto

. Petroleum refining operations were commenced in the

early 1900's on the Site

. Refining operations continued for much of the rest of the twentieth century

by or through a number of prior owners, including corporations affiliated with 1 exaco Inc

.

---

2 .

During refinery operations, substantial quantities of wastes were generated and

disposed of at the Site and there were of releases of hazardous substances throughout the Site

.

3 .

Indian Refining Company ("IRC")

became the owner and operator of the Site in 1986 .

4 .

On April 10, 1990, IRC transferred the portion of the Site then active in refinery

operations to Indian Refining Limited Partnership (` IRLP"), retaining the portions of the Site

depicted as Indian Acres and the Landfarm on Attachment 1

.

5 .

IRC also undertook to perform obligations incurred by Texaco Inc

., regarding waste

storage and disposal and releases of hazardous substances at the Site, including within areas of the

Site it transferred to other entities .

6.

On May 14, 1992, this Court entered a Consent Order (the "IRC Consent Order") to

resolve the IRC Complaint .

Pursuant to the IRC Consent Order, IRC undertook to perform

obligations incurred by Texaco, Inc

., regarding waste disposal and releases of hazardous substances

at the Site . including within the L,andfarm and within other areas it had transferred to other entities

.

These obligations included performing closure of the Land Treatment Unit and 13 tanks which had

been used to store hazardous wastes in accordance with State regulations implementing the Resource

Conservation and Recovery Act ("RCRA") and conducting comprehensive environmental

assessment within the Site .

7.

In November of 1995, the portion of the Site conveyed to IRLP in 1990 was

transferred to American Western Refining

("AWR").

8 .

On June 5, 1996, Illinois EPA issued a Seal Order pursuant to Section 34(b) of the

Act, 415 II, CS 5/34(b) . covering the area designated as Indian Acres to address conditions

3

---

threatening health

.

9.

On November 6, 1996, AWR filed a voluntary petition for Chapter 11 bankruptcy

.

10 .

On or before June 3, 1997, a release of 100,000 to 300,000 gallons of hydrocarbon

product occurred within A WR's portion of the Site resulting in the contamination of an area covering

more than two acres and the impacting of wetlands and ultimately the Embarras River . In response

to this release, the United States Environmental Protection Agency ("USEPA") conducted a series of

removal actions .

11 .

On August 27, 1997, the State filed the AWR Complaint relating to water pollution

violations at the Site (97 CH 1 1 matter) .

12.

On July 28, 1998, USEPA proposed adding the Site to the National Priorities List

pursuant to Section 105 of the Comprehensive Environmental Response Compensation and Liability

Act, 42 USC 9605 ("CERCLA")

. On December 1, 2000, the Site and areas adjacent to the Site were

added to the National Priorities List ("NPL") .

13 .

On June 15, 1999, Texaco, Inc ., entered into an administrative order on consent with

USEPA and Illinois EPA requiring it to perform a comprehensive remedial investigation and

feasibility study ("RI/FS") of the entire area as listed on the NPL (the "NPL Area"), which includes

all of the Site, pursuant to CERCLA and the National Contingency Plan . That administrative order

was supplanted on October 1, 2001, by a Consent Decree entered in the case of State of Illinois v .

Texaco, Inc ., 01-cv-3221, by the United States District Court for the Central District oflllinois. The

field work for the remedial investigation phase of the RI/FS was completed in 2006 and a final draft

report is expected to be submitted to Illinois EPA by March 31, 2007

. The field work for the

4

---

feasibility study phase of the RI/FS is expected to be completed by approximately September 30,

2007 and a final draft report is expected to be submitted to the Illinois EPA by December 31, 2007

.

14.

On August 12, 1999, this Court entered an Agreed Order (the "AWR Consent Order")

pursuant to the AWR Complaint addressing A WR's operation of the Site's Separator and Treatment

Systems ("W WTS")

. The AWR Consent Order requires the continuous maintenance and operation

of the WWTS .

15 .

On April 23, 2003, AWR's First Amended Joint Chapter I I Plan of Liquidation (the

"Plan") was approved by the Bankruptcy Court and agreed to by the U

.S . Environmental Protection

Agency and the State of Illinois

. Pursuant to that Plan, AWR ceased to exist and AWR Liquidating

Trust ("AWRLT" or the "Trust") was formed to act as trustee under Delaware law to manage the

environmental issues relating to the Site and the obligations of AWR and IRC under their respective

consent orders .

16. In section 6

.7 of the Plan, AWR and the State agreed that several of the areas at the

AWR Facility and the IRC Property that IRC was to investigate pursuant to the 1992 Consent Decree

are now covered in Texaco's RUES

: "Based on Texaco's commitment to perform the Texaco's

Rl/FS and in an attempt to avoid duplicative efforts on IRC's Property and AWR Facility, the IEPA

and IRC have agreed it would be appropriate to suspend certain work requirements as defined in the

1992 Consent Decree and to negotiate a new work plan and a continued pledge of the funds currently

supporting the irrevocable letters of credit in favor of the IEPA . All IRC funds currently supporting

the letters of credit issued to the IEPA (the "IRC Pledged Funds") shall remain pledged by IRC to the

IEPA for future environmental studies, response action and/or closure activities on the IRC

---

Property

." "[A]ll of the IRC assets and compliance obligations under the 1992 Consent Decree and

any contractual obligations shall become assets and compliance/contractual obligations of the AWR

Liquidating Trust ."

17 . The NPI

. Area includes all of the areas required to be investigated by AWR under the

Consent Order and has been investigated by Texaco Inc

. under the RI/FS . CERCLA will require

remediation of the LTU in the future, and funding may be available under CERCLA for doing so .

18 .

Subsequent to approval ofthe Plan, on April 13, 2004, AWRLT petitioned seeking to

modify the consent order entered in the 92 CH 6 matter and the agreed order entered in the 97 CH I I

matter. A W RLT's petition sought compensation for work performed

; procedures for canceling work

being done by Texaco

; to modify the consent order to reduce financial assurance or in the alternative

to set procedures for the orderly abandonment of the property . 'Texaco then filed a petition to

intervene in the action, seeking (a) to protect its right of access to the Site in order that it can

continue to perform the RI/FS, and (b) to be allowed to be heard on how the remaining AWRLT

funds should be spent at the Site in light of Texaco performing the RI/FS . The State of Illinois filed

a response to both petitions and agreed to negotiate with AWRLT and Texaco to reach mutual

agreement on the best use of the available funds at the Site .

19

.

On or about May 27, 2004, the parties and Texaco entered into a Memorandum of

Agreement, a copy of which is incorporated herein by reference, relating to AWRLT's petition

.

'Texaco's petition and the State's responses thereto . In the Memorandum of Agreement . the parties

and Texaco agreed (a) to continue to participate in negotiations to try resolve the issues raised in the

petitions, (b) that certain interim actions should be effected during the course of those negotiations

.

6

---

and (c) that the Court should hold the petitions in abeyance pending completion of the negotiations .

The parties and Texaco have performed all of their respective obligations under the Memorandum of

Agreement .

C.

Allegations of Non-Compliance

The IRC Complaint alleged violations of the following provisions of the Act and

Illinois Pollution Control Board ("Board") Regulations :

Count I :

Section 21(£)(2) of the Act, 415 ILCS 5/21(£)(2), and 35 111 . Adm . Code

725 .193(b), (c)(2) and (d)(l), and 725 .194(a)(2) ;

Count 11 :

Section 21(£)(2) of the Act, 415 ILCS 5/210(2), and 35 111 . Adm . Code

725 .212(a) and 725 .218(a) and (b) ; and

Count III :

Section 21(£)(2) of the Act, 415 ILCS 5/210(2), and 35 111 . Adm . Code

725 .243 and 725 .245 .

2 .

The AWR Complaint alleged violations of the following provisions of the Act and

Board Regulations :

Count I :

Section 12(a) of the Act, 415 ILCS 5/12(a) ; and

Count Il :

Section 12(d) of the Act, 415 ILCS 5/12(d) .

IV . APPLICABILITY

A.

This Consent Order shall apply to and be binding upon the State and AWRLT, and

any officer, director, agent, or employee of AWRLT, as well as any successors or assigns of

AWRLT. AWRLT waives as a defense to any enforcement action taken pursuant to this Consent

Order the failure of any of its officers, directors, agents . employees or successors or assigns to take

7

---

such action as shall be required to comply with the provisions of this Consent Order .

B.

No change in ownership, corporate status or operator of the Site shall in any way alter

the responsibilities of AWRLT under this Consent Order .

C.

A WRLT shall notify each contractor to be retained to perform work required in this

Consent Order of each of the requirements of this Consent Order relevant to the activities to be

performed by that contractor, including all relevant work schedules and reporting deadlines,

and shall

provide a copy of this Consent Order to each contractor already retained no later than thirty (30)

calendar days after the date of entry of this Consent Order

. In addition, AWRLT shall provide copies

of all schedules for implementation of the provisions of this Consent Order to the prime

vendor(s)

supplying the control technology systems and other equipment required by this Consent

Order, if

any.

V .

COMPLIANCE WITH OTHER LAWS AND REGULATIONS

This Consent Order in no way affects the responsibilities of A WRIT to comply with any

other federal, State, and local laws or regulations, including but not limited to the Act, and

the Board

Regulations . 35 III . Adm

. Code, Subtitles A through H .

VI . VENUE

The parties agree that the venue of any action commenced in the Circuit Court for the

purposes of interpretation and enforcement of the terms and conditions ofthis Consent Order shall be

in the Circuit Court of Lawrence County, Illinois

.

VII. SEVERABILITY

It is the intent of the State and A WRLT that the provisions of this Consent Order shall he

8

---

severable, and should any provision be declared by a Court of competent jurisdiction to be

inconsistent with State or federal law, and therefore unenforceable, the remaining clauses shall

remain in frill force and effect .

VIII . JUDGMENT ORDER

This Court, having jurisdiction over the parties and subject matter, the parties having

appeared, due notice having been given, the Court having considered the stipulated facts and being

advised in the premises, this Court finds the following relief appropriate :

IT IS HEREBY ORDERED, ADJUDGED AND DECREED :

A .

Coordination of RCRA Obligations with Ongoing CERCLA Activities

In accordance with published guidance issued by the USEPA regarding coordination of

RCRA obligations with ongoing CERCLA activities and the applicability of RCRA standards as

either an "applicable requirement" or as a "relevant and appropriate requirement" under CERCLA

and the National Contingency Plan, 40 CER 300

.5, certain RCRA obligations governing the Site

shall continue to be performed by AWRLT while other RCRA obligations are deferred pending

completion of the RI/FS and issuance of a Record of Decision under CERCLA to avoid duplication

of effort under that process .

Within ten (10) calendar days of entry of this Consent Order, AWRLT shall maintain

$450,000 .00 of the existing financial assurance required under the 1992 IRC Consent Order in the

existing "Environmental Account" to assure performance of the obligations identified in paragraph 5

hereof and to provide for implementation of other activities including, but not limited to, closure

.

post-closure, or corrective action activities approved by Illinois EPA through the CERCLA process .

9

---

Interest accumulated on funds in the Environmental Account shall be transferred to the Operating

Account on an annual basis .

2 .

Within ten (10) calendar days of entry of this Consent Order, AWRLT shall dismiss

the pending appeal in PCB 1993-071 .

3 .

Ongoing RCRA Obligations and Site Upgrades

a .

Within ten (10) calendar days of entry of this Consent Order, A WRLT shall place the

balance

of the existing financial assurance required under the 1992 IRC Consent Order into the

"Operating Account" to fund (i) the Ongoing RCRA Obligations consisting of site security

(Appendix B)

; site maintenance (Appendix C) ; maintenance and operation of the WWTS and related

systems (Appendix D) ; (ii) to address any emergency responses in coordination with the Illinois

EPA, and (iii) to perform certain Site Upgrades and Repairs (Appendix E) . Interest earned on the

Operating Fund shall remain in the Operating Fund and be used for the purposes set forth herein .

The funds therein may be expended, on a monthly basis, in accordance with the budgets attached

hereto as Appendix E to pay for these budgeted expenses . The parties may agree to extend the

obligations ofA WRLT under this paragraph beyond periods of these budgets, or modify an existing

budget pursuant to revised budgets prepared by AWRLT and approved by the Illinois EPA

;

provided, however, notice of any such extension and the budget relating thereto and any modified

budget shall be given to Texaco not less than thirty (30) days prior to the effective date

of such

extension or modified budget .

b.

AWRLT shall perform the Site security measures set forth in Appendix B hereto

.

C .

AWRI;r

shall perform the Site maintenance measures set forth in Appendix C hereto

.

10

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d.

AWRLT shall operate and maintain the Site wastewater treatment and collection

system ("W WTS") and comply with effluent limitations, and sampling and reporting requirements in

accordance with terms set forth in Appendix D hereto

.

e.

AWRLT shall perform the Upgrades and Repairs to the WWTS, facilities and

equipment at the Site in accordance with the terms set forth in Appendix E hereto .

4.

NPDES Permit

AWRLT shall pay One Hundred Dollars ($100 .00) per month towards the outstanding

arrearage on its NPDES permit fee

. AWRLT reserves the right to challenge the classification of its

facility and the determination of the appropriate permit fee amount . If any third party, including

Texaco, seeks authorization to introduce material into the system, any fees charged by AWRLT shall

be sufficient to pay the applicable NPDES permit fee during the duration of that use .

5 .

Deferral of RCRA Closure and Corrective Action Activities

To the extent that AWRLT acts in accordance with the terms of this Consent Ordcr. the

existing obligations assumed by AWRLT, including, but not limited to . closure of the Land

Treatment Unit and the 13 RCRA Tanks set forth in the December 4

.

1992 Closure Plan . as

conditionally approved by Illinois EPA, and to conduct investigative activities to determine whether

RCRA corrective action is required for the locations within the LTU described in Section

5 .18 of the

December 4, 1992 Closure Plan or for other locations within the Site are hereby deferred until

issuance of the Record of Decision pursuant to the CERCLA process at which time such may he

reinstated or supplanted in accordance with the selected Remedial Action(s) .

At such time as the

LIT and the 13 RCRA tanks are remediated under CERCI A

. the Funds in the Flivirolnuental

---

Account shall be disbursed to the entity performing such remediation . The parties acknowledge that

the expenditure of the funds pursuant to the terms of this Amended Consent Order may

limit the

ability of AWRLT to perform any corrective action for the tank farms or the LTU .

B.

Force Majeure

For the purposes of this Consent Order, force majeure is an event arising solely

beyond the control of A WRLT, which prevents the timely performance of any of the requirements

of

this Consent Order

. For purposes of this Consent order force majeure shall include, but is not

limited to, events such as floods, fires, tornadoes, other natural disasters, and labor disputes

beyond

the reasonable control of AWRLT.

2 .

When, in the opinion of A WRLT, a force majeure event occurs which causes or may

cause a delay in the performance of any of the requirements of this Consent Order, A WRLT shall

orally notify the State within forty-eight (48) hours of the occurrence . Written notice shall be given

to the State as soon as practicable, but no later than ten (10) calendar days after the claimed

occurrence .

3 .

Failure by AWRLf to comply with the notice requirements of the preceding

paragraph shall render this Section V111B . voidable by the State as to the specific event for which

AWRLT has failed to comply with the notice requirement . If voided, this section shall be of no

effect as to the particular event involved

.

4 .

Within ten (10) calendar days of receipt of the written force majeure notice required

under Section V111 .B .2. the State shall respond to A WRLT in writing regarding A WRLT's claim ofa

delay or impediment to performance . If the State agrees that the delay orimpedinment to performance

12

---

has been or will be caused by circumstances beyond the control of AWRLT, including any entity

controlled by AWRLT, and that AWRLT could not have prevented the delay by the exercise of due

diligence, the parties shall stipulate to an extension of the required deadline(s) for all requirement(s)

affected by the delay, by a period equivalent to the delay actually caused by such circumstances

.

Such stipulation may be filed as a modification to this Consent Order pursuant to the modification

procedures established in this Consent Order

. AWRLT shall not be liable for stipulated penalties for

the period of any such stipulated extension

.

5 .

If the State does not accept AWRLT's claim of a force majeure event, AWRLT may

submit the matter to this Court within twenty (20) calendar days of receipt of State's determination

for resolution to avoid payment of stipulated penalties, by filing a petition for determination of the

issue

. Once AWRLT has submitted such a petition to the Court, the State shall have twenty (20)

calendar days to file its response to said petition . The burden of proof of establishing that a force

rnajeure event prevented the timely performance shall be upon AWRIJ

. If this Court determines

that the delay or impediment to performance has been or will he caused by circumstances solely

beyond the control of A WRLT, including any entity controlled by A WRLT, and that A WRIA' could

not have prevented the delay by the exercise of due diligence, AWRLT shall be excused as to that

event (including any imposition of stipulated penalties), for all requirements affected by the delay,

for a period of time equivalent to the delay or such other period as may be determined by this Court .

6 .

An increase in costs associated with implementing any requirement of this Consent

Order shall not, by itself, unless such increase in costs causes AWRLT to exhaust available funds

.

excuse AWRI :f tinder the provisions of this Section VIII .R of this Consent Order from a failure to

13

---

comply with such a requirement

.

C.

Dispute Resolution

Unless otherwise provided for in this Consent Order, the dispute resolution

procedures provided by this section shall be the only process available to resolve all disputes arising

under this Consent Order, including but not limited to the Illinois EPA's approval, comment on, or

denial of any report, plan or remediation objective, or the Illinois EPA's decision regarding

appropriate or necessary response activity

. The following are expressly not subject to the dispute

resolution procedures provided by this section

: disputes regarding force majeure, which has separate

procedures as contained in Section VI11

.B.5 above; where AWRLT or the State has violated any

payment or compliance deadline within this Consent Order, for which AWRLT or the State may

elect to file a petition for adjudication of contempt or rule to show cause

; and, disputes regarding a

substantial danger to the environment or to the public health of persons or to the welfare of persons .

The dispute resolution procedure shall be invoked upon the written notice by one of

the parties to this Consent Order to another describing the nature of the dispute and the initiating

party's position with regard to such dispute . The party receiving such notice shall acknowledge

receipt of the notice

; thereafter the parties shall schedule a meeting to discuss the dispute informally

not later than fourteen (14) calendar days from the receipt of such notice

.

3 .

Disputes submitted to dispute resolution shall, in the first instance, be the subject of

informal negotiations between the parties . Such period of informal negotiations shall be for a period

of

thirty (30) calendar days from the date of the first meeting between representatives of the Slate

and AWRLT. unless the parties' representatives agree, in writing, to shorten or extend this period .

14

---

4 .

In the event that the parties are unable to reach agreement during the informal

negotiation period, the State shall provide A WRLT with a written summary of its position regarding

the dispute

. The position advanced by the State shall be considered binding unless, within twenty

(20) calendar days of A WRLT's receipt of the written summary of the State's position, A WRLT files

a petition with this Court seeking judicial resolution of the dispute . The State shall respond to the

petition by filing the administrative record of the dispute and any argument responsive to the petition

within twenty (20) calendar days of service of Defendant's petition

. The administrative record of the

dispute shall include the written notice of the dispute, any responsive submittals, the State's written

summary of its position, AWRLT's petition before the court and the State's response to the petition

.

5 .

The invocation of dispute resolution, in and of itself, shall not excuse compliance

with any requirement, obligation or deadline contained herein, and stipulated penalties may be

assessed for failure or noncompliance during the period of dispute resolution

.

6.

This Court shall make its decision based on the administrative record and shall not

draw any inferences nor establish any presumptions adverse to any party as a result of invocation of

this section or the parties' inability to reach agreement with respect to the disputed issue .

7.

As part of the resolution of any dispute, the parties, by agreement, or by order of this

Court, may, in appropriate circumstances, extend or modify the schedule for completion of work

under this Consent Order to account for the delay in the work that occurred as a result of dispute

resolution

.

D.

Correspondence, Reports and Other Documents

Any and all correspondence, reports and any other documents required under this Consent

15

---

Order shall be submitted as follows:

As to the State

James L. Morgan

Assistant Attorney General

Environmental Bureau

500 South Second Street

Springfield, Illinois 62706

Kyle N . Davis

Assistant Counsel

Illinois EPA

1021 North Grand Avenue East

P .O . Box 19276

Springfield, Illinois 62794-9276

Greg Ratliff

Project Manager

Illinois EPA

1021 North Grand Avenue East

P .O. Box 19276

Springfield, Illinois 62794-9276

As to AWRLT

Chris Woods, Trustee

A WR Liquidating Trust, successor in interest to

Indian Refining Company

P

.O . Box 2349

Sun City, AZ 85372-2349

(623) 572-4744

(623) 572-9969 facsimile

Daniel T. Graham

Funkhouser Vegosen Liebnlan & Dunn Ltd .

55 West Monroe Street

Suite 2300

Chicago, IL 60603

(312) 701-6848

(312) 701-6801 facsimile

dgraham(aFVI

.Dlaw

.com

16

---

Facility Location :

Illinois Street, P .O. Box 381

Lawrenceville, IL 62439

(618) 943-5555

(618) 943-7650

As to Texaco Inc . (for purpose of notice under sections V11I

.A .3 and VIILH hereof:

Texaco Inc .

c/o Joseph A . Girardi

Henderson & Lyman

175 W. Jackson Blvd .

. Suite 240

Chicago, Illinois 60604

(312) 986-6960

(312) 986-6961 facsimile

j girardi@henderson-lyman .com

E .

Right

of Entry

In addition to any other authority, the Illinois EPA, its employees and representatives, and the

Attorney General

. her employees and representatives, shall have the right of entry into and upon the

Site which is the subject of this Consent Order, at all reasonable times for the purposes of carrying

out inspections oh the Site

. The Illinois EPA will use its best efforts to give as much advance notice

as reasonably possible to allow AWRLT to have personnel available at the Site during such an

inspection

. In conducting such inspections, the Illinois EPA, its employees and representatives, and

the Attorney General, her employees and representatives, may take photographs, samples, and collect

information relating to the matters identified in this Consent Order, as they deem necessary .

F.

Release from Liability

In consideration of AWRLT's completion of all activities required (but not those activities

that have been deferred) hereunder through the date of orderly abandonment (Inc to AWRLT's

exhaustion of funds . the State releases, waives and discharges A WRL,T from any further liability or

17

---

penalties for violations of the Act and Board Regulations that were the subject matter of the

Complaints herein

. The release set forth above does not extend to any matters other than those

expressly specified in State's Complaints filed on May 14, 1992, and August 27, 1997 . The State

reserves, and this Consent Order is without prejudice to, all rights of the State of Illinois against

AWRLT with respect to all other matters, including but not limited to, the following

:

a.

criminal liability ;

b.

liability for future violation of State, federal, local, and common laws and/or

regulations ;

c.

liability for natural resources damage arising out of the alleged violations

; and

d .

liability or claims based on AWRLT's failure to satisfy the requirements of this

Consent Order

.

Nothing in this Consent Order is intended as a waiver, discharge, release, or covenant not to

sue for any claim or cause of action . administrative or judicial . civil or criminal . past or future, in law

or in equity, which the State of Illinois or the Illinois EPA may have against any person, as defined

by Section 3

.315 of the Act, 415 ILCS 5/3 .315 . or entity other than AWRLLF, A WR and IRC and

their officers, directors, trustees and employees and agents .

G .

Retention of Jurisdiction

This Court shall retain jurisdiction of this matter for the purposes of interpreting and

enforcing the terms and conditions of this Consent Order .

ti .

Modification of Consent Order

The parties may, by mutual written consent, extend any compliance dates or modify the terms

18

---

of this Consent Order without leave of court . A request for any modification shall he made in

writing and submitted to the contact persons identified in Section VI11 .D . Any such request shall be

made by separate document, and shall not be submitted within any other report or submittal required

by this Consent Order . Any such agreed modification shall be in writing,

signed by authorized

representatives of each party, filed with the court and incorporated into this Consent Order by

reference . Modifications that include adjustments to the budget or the priorities among

the various

activities AWRLT will be performing at the Site and appropriately operational in nature are not

required to be filed with the Court

.

I .

Enforcement of Consent Order

I .

Upon the entry of this Consent Order, any party hereto, upon motion, may reinstate

these proceedings for the purpose of enforcing the terms and conditions of this Consent Order . This

Consent Order is a binding and enforceable order of this Court and may be enforced as such through

any and all available means .

2 .

Stipulated penalties will be the re-direction of funds earmarked for activities that may

not be essential to the operations of the W WTS and site security to such activities

in the event of a

violation of this Consent Order .

3 .

The parties agree that notice of any subsequent proceeding to enforce this Consent

Order may be made by mail and waives any requirement of service of process .

J .

Execution of Document

This Consent Order shall become effective only when executed by all parties and the Court

.

This Consent Order may he executed by the parties in one or more counterparts . all of which taken

19

---

together, shall constitute one and the same instrument .

K.

Reservation of Rights

Notwithstanding any other provision of this Consent Order, the State reserves, and this

Consent Order is without prejudice to, all rights against AWRLT with respect to all other matters,

including but not limited to, the following :

liability arising from the past, present, or future disposal, release, or threat of release

of Waste Materials by a AWRLT, AWR, or IRC at any location that is outside of the

Site, none of which is known by the State as of the date hereof

;

2 .

liability for future disposal of Waste Material at the Site by AWRLT ;

3 .

I iabil ity for damages for injury to, destruction of, or loss of natural resources, and for

the costs of any natural resource damage assessments

; and

4 .

criminal liability, none of which is known by the State as of the date hereof

.

Notwithstanding any other provision of this Consent Order, the State retains all authority and

reserves all rights to take any and all response actions authorized by law .

L.

Record Preservation

A WRLT agrees to preserve, during the pendency of this Consent Order, and for a minimum

often (10) years after termination of this Consent Order, all records and documents in the possession

of A WRLT, or in the possession of any division . employee agent, account, contractor, or attorney of

A WRLT (subject to the applicable privileges, such as attorney-client/work product), which relate in

any way to the Site, unless such records are provided to the State by AWRLT at such time as

AWRL.T

seeks to abandon the Site . Upon request by the State . such records

. or copies of any such

20

---

records, must be provided to the State

. AWRLT must notify the Illinois EPA prior to the destruction

of documents as the Illinois EPA may choose to receive and retain the records

.

M .

Quarterly Progress Reports

A WRLT shall provide quarterly written progress reports to the State by the fifteenth calendar

day of each April, July, October and January following the date of entry of this Consent Order

. At a

minimum, these quarterly written progress reports shall include the following

:

A description of the action which has been taken during the previous quarter toward

achieving compliance with this Consent Order

;

2 .

A summary of all sampling events, analytical and all other raw data produced during

the quarter which relate to the facility by AWRLT

;

3.

All plans and procedures completed during the past quarter, as well as actions and

plans which are scheduled for the next quarter

; and

4 .

Target and actual completion dates for each element of activity, including the project

completion, and an explanation of any deviation from the schedules in the Appendices hereto

.

WHEREFORE, the parties, by their representatives, enter into this Consent Order and submit

it to this Court that it may be approved and entered

.

The remainder of this page is intentionally left blank.

21

---

AGREED :

FOR THE PLAINTIFF

PEOPLE OF THE STATE OF ILLINOIS

ex rel . LISA MADIGAN,

Attorney General of the

State of Illinois

MATTHEW J . DUNN . Chief

Environmental Enforcement/

Asbestos Litigation Division

BY :

THOMAS DAVIS, Chief

Environmental Bureau

DATE :

FOR THE DEFENDANT :

AWR LIQUIDATING TRUST, successor in interest to

INDIAN REFINING COMPANY and AMERICAN

WESTERN REFINING: Ji

.P .'

'f

~/

64-RIS WOODS_ hrustee

DA IfE

:

ILLINOIS ENVIRONMENT AI,

PROTECTION AGENCY

BY : _

ROBERT A . MESSINA

Chief Legal Counsel

DATE :

ENTERED :

DATi? .

JUDGE

---

Iv :

4.

Target and

Lcwcnpletinn 7 dos 1`ur each clement o

ify`,including

the project comp lc

lion , and an c plnrr'nl on of any deviation from th

~ ~~~

schedules in the W Ac-Man .

WHERE

the parties, by their representatives, enter into this Consent Order and

s>a)>

to this Court that it may be approved and entered

.

AGREED :

FOR THE PLAINTIFF

:

PEOPLE OF THE STATE OF ILLINOIS

ex rel. LISA MADIGAN,

Attorney General of the

State of Illinois

MATTHEW l . DUNN, Chief

Environmental Enforcement/

Asbestos

r

Litigation

C-

Division

BY :

BY:

THOMAS DAVIS, Chief

lf4';,

OBE T A. M SSINA

Environmental Bureau

Chief Legal Counsel

DATE : 3/z

-rlo-

? DATE:

'3127167

_

FOR THE DEFENDANT :

AWR LIQUIDATING TRUST, successor in interest to

INDIAN REFINING COMPANY and AMERICAN

WES

.FERN REFINING, L .P .

BY: CHRIS WOODS, Trustee

AWR Liquidating Trust

DATE:

DATE :

(

. ~ .

HKK 26'U(

13 :41 No .UUS V .U5

ILLINOIS ENVIRONMENTAL

PROTECTION AGENCY

C

C

Page 23

---

---

TABLE OF CONTENTS

Attachments to

Amended Consent Order (92 CH 6), entered April 10, 2007

1 .

Map of Site with Legal Description of Site

Appendices to Amended Consent Order (92

CH 6), entered April 10, 2007

Appendix A : Operating Budget

2.

Appendix B : Site Security Measures

3 .

Appendix C : Site Maintenance Measures

4.

Appendix D :

W WTS collection sampling and reporting requirements

5 . Appendix E

: Upgrades to WWTS

---

ATTACHMENT 1

Map of Site and

Legal Description

---

INDIAN REFINING COMPANY

INDIAN REFINING LIMITED

PARTNERSHIP

INDIAN REFINING COMPANY

LAND TREATMENT UNIT

PARCEL

10 CITYSOLD

~~

(INDIAN ACRES ORTH)

TAN'q

INONDA

--!D AREA

CREEKS

AND OPEN DRAINAGE

N

TANK FAR

POUNDARY OF SITE COVERED PY CONSENT DECREE

1000 f!

.

SCA

IG' .'RE

I

-1

INDIAN REFINING COMPANY (IRC

AND

INDIAN RE •IEIING LIMITED PARTNERSHIP (IRLP), LAWRENCEbC

.LE, ILLINOIS (199'1)

---

IWDIAJI

IEFIWE2T

L .IWRENCEVILLE,

ILLINOIS

REVISED JANOART

17, 1990

A tract

of land situated in Sections 6 and 7 of

Township 3

)forth, Lange 11 West

Bad

Sections 11 and 12 of Township 3 North,

Lan=e 12 Wait of the Second lrincipa3 Itcrldtsm of Lawrence County

.

1111nois, said tract described as follows :

beginning at the

Southwest corner of the Southeast Quarter of said Section

7 ; thence

0

North

00

21'

0S" Last

on

an assumed bearing along the North and

South canttrlint of said Section

7 a distance of

111

.76 feet ;

thence South 490 39' 00° West a distance

of 2334 .10 feet to

the

Latterly

right-of-way

line

of the

New York Central Railroad ; thence

in a

Northerly direction

along said

right-of-way line on a curve

concave to the

Last said

curve daring

∎ central angle of

12

a

35'

06"

end & radiw

of 3733.72

feet, a

distance of 127-96 feet ; thence

North 01

0

S1-

Sl"

Last a

distance of 111

.61 fast to

as

existing

concrete

aontaent ; thence

continuing

along

said right-cf-way line

North

030 S1' 5a"

East a

distance

of 1433 .95 feet to an existinc

concrete

right-of-way ;

marker

thence continuing

along

said

right-of-

way

line

Worth 040 01' 11" East

a distance

of 115 .4S feet to an ex-

isting concrete

monument ;

thence continuing

along said

right-of-way

lint North 04

0

02'

S1^

Last

a distance

of 619 .95 feet to

an existing

0

concrete ∎ontaent

; thence

South 11

34'

27" List

a distance of

775

.51

fret

to an

iron pin on the

Last

right-of•way line of Crackel

Avenue

0

of the

City of Lwrenceville :

thence North

01 2S' 33" Eart

along

the said

Last line of Crackel Avenue a

distance of 140

.00 feet

to

an

existing Iron

pipe

at

the

Southwest corner

of Lot 112 of

Crackel'3

0

Addition to said City of Lwrenceville

; thence South Is 34'

29"

East along said South lot line a distinct

of 132.00 feet

to an

iron

Pin

on

the East

line

of • 12 toot

alley in said

Crackel Addition

:

thence

Worth 010

2S- 32" East

∎long

the Last line of said

alley a

distance

of 617 .19 feet to an iron

pin 0n the Southetl7

right-of-

0

way line of the b . g

0 .

Railroad ;

thence

North

10

47'

11" Exit

,loot said right-of-way

line a

distance

of 257 .20

feet

.

thence

---

INDIAN IEEINERY

LAWRENCEVILLE, ILLINOIS

North 10

0

AA ,

S2" East along said right-of-way line a distance of

74 .10 feet to the rest line of a tract of land described in Deed

Record 39, Page 301 and recorded in the Court House of said Lawrence

County

; thence South 00

0

aa' 11'" West a distance of 10.00

feet ;

thence in a Northeasterly direction parallel with the said Southerly

right-of-way line of the 1

. 1 0 . railroad a distance of 976

.10 feet

to the North and South centerline of said Section 7

; thence North

00

0

44 .

11" Last

along said North and South centerline a distance

of 10

.00 feet to the said Southerly right-of-wey line of the 1

. 1 0

.

0

Railroad

; thence continuing along said right-of-way line

o

North 10

40' 43-

East a distance of IS11

.1S feet

; thence South 09 27' S7"

East along said right-of-way line a distinct of 25

.00 feet ; thence

continuing in a Northerly direction along said Southerly right-of-

way line a distance of 1060 feat, sore or less, to

the

East line of

said Section 7

; thence South along the said East line of Section

7 a

distance of ZSS feet, more or less, to the centerline of the Labarraas

River

; thence in a Southerly direction along the said centerline of

the Embarrass liver a distance of 3040 feet, ∎ere or less, to the

North line of tie

Northeast Quarter of the Southeast Quarter of said

Section 7

; thence East along said North line a distance of 44

.29 feet

to the Northeast corner of the said Northeast Quarter of the South-

east Quarter of Section 7

; thence South 00

0

22

1

Sl" vast Along the

East list of the said Northeast Quarter of the southeast Quarter

of

Section 7 a distance of 1320

.00 feet to an iron pin at the Southeast

corner of the said Northeast Quarter of the Southeast Quarter of

Sienna 7

; thence North It

0

SO' 02" West along the South line of the

said Northeast Quarter of the Southeast Quarter of Section 7 a

dis-

tance

of 340.00 feet to ax. iron pin at

the Nertleeet corner

of the

West half of the Southeast Quarter of the Southeast Quarter

of said

Section % thence South 00

0

19' aZ" West &lost the Last lint of the

said west half of the Southeast Quarter of the Southeast Quarter of

Section

7

to the centerline of the

old

ch&nnel of the Lsbsrress

River,

---

INDIa

LEFINEtT

LAWtCUCt1'ILLE,

ILLINOIS

thence in a westerly direction slant said centerline to the West line

of the said Southeast Quarter of the Southeast Quarter of Section 7

;

thence South 00

0

21' 14" West along the said West line of the South

,

eaat Quarter of the Southeast Quarter of Section 7 to the centerline

of the old channel of the Eathatrais River ; thence in an Easterly

directioc clocg the Sail csnterline to the East line of the vast

of said Southeast Quarter of the Southeast Quartet of Section 7

;

thence South 00

0

19'

42"

West along the said Lit line of the West

half of the Southeast Quarter of the Southeast Quarter of Section 7

to an iron pit on the

Southeast corner of the said best half of the

Southeast Quartet of the Southeast Quarter of Section 7

; thence North

0

11

49' S2"

Weat along the South line of the Southeast Quarter of said

Section 7 a distance of 1971 .61

foal to the Southwest Corner of the

Southeast Quarter of said Section

I

7 and the point of beginning

:

Excepting

therefroa a tract of land described as follows : Coaaencing

at the intersection point of the North and South centerline of said

Section 7 and the Southerly right-of-way line of the 1

. t 0 . " ilroad

.

thence in a Wortbeasterly direction along the said Southerly right -

of-way lice a distaste of 949 .73 feet

; thence South 00 0 46' 15" West

a distance of 12

.00 feet to the point of beginning ; thence continuing

0

South 00 4h' 15" Wast

a distance of 51

.70 feet ; thence North

10

0

e0'

43" List parallel with &aid Southerly right-cf-way line of the I .

t 0 .

0

Railroad a distance of 392

.7D

feet

; thence North 00

46' 15" East a

distance of 51

.70 feet ; thence South 10

0

40'

43" Walt a distinct of

392.70

feet to he point of beginning

.

Also, including Lots j2

.

s3, 94, J3 and 114, all a( cracit!' :

Addition to said City of Lawrenceville

.

half

---

cw

ea

INDIAK REFINER1

LAWRENCEVILLE, ILLINOIS

A tract of land located in the Southeast Quarter of said

Section 6 and the Northeast Quarter of said Section 7 being Bore

;artieularly described as follows

:

Beginning at the intersection

point of the North and South centerline of said Sections 6 and 7

and the Northerly right-of-way line of the said B

. 0 0 . Railroad

;

thence North 00' 44 .

11" East on an assumed bearing along the

said North and South centerline of Section 6 and 7 a distance of

62 .29 feet

; thence North 80' 44' S2" East parallel with said

railroad right-of-way line a distance of 8

.14 feet to an existing

concrete monument

; thence North 01' 03' 57" East a distance of

I .55 feet

; thence North 80' 35' 57" East a distance of 234

.91 feet ;

thence North 01' 03' 57- East a distance of 150 .00 feet

; thence

South 80' 35' S7" West a distance of 134 .00 feet

; thence North 01'

02' 59" East a distance of 699 .63 feet;_ thence South 83' 54' S1"

West a distance of 112

.78 feet to the said North and South center-

line of said Section 6 ;

thence North 00'

44'

11" East along said

North and South centerline a distance of 317

.71 feet to an existing

concrete monument

; thence South 88' 47'-

08" East a distance of

648

.56 feet to an iron pin and the point of beginning

; thence

continuing South IS' 47 .

01" Last a distance of 835 .72 feet to ∎n

existing concrete monument on the East line of Third Street to the

said City of Lawrenceville

; thence North 02' 04' 00" East along

the East line of said Third Street a distance of 106-21 feet

; thence

South II' 21' 06" East a distance of 580

.00 feet

; thence North 02'

01' 00" East a distance of 1270

.00 feet to the East-West center-

line of said Section 6

; thence South II' El' 06" East a distance

of 1351

.37 feet to ∎n existing concrete monument ; thence continuing

South II' 21' 06" East a distance of 173 Yeet, more or less, to the

centerline of the Embarrass

River ; Thence in a Southerly direction

along said centerline of the Embarrass River ∎ distance of 1155 feet,

more or less

; thence South S9' 21' 43" West a distance of 227 feet .

more or less to a 10" diameter Sycamore tree en the west bans of

the Embarrass Fiver : thence con,lnuinf South SS' 20' 13" welt i

---

INDIAN REFINERY

LAWRENCEVILLE, ILLINOIS

distance of 304 .4 feet

; thence South 10' S3' 16" Welt a distance

of 156 .08 feet to the Northerly right-of-way line of B

. g 0 .

Railroad ; thence in a Southwesterly direction along said right-

of-way line a distance of 1066 .12 feet : thence South 09 . 27' 57"

East along the said right-of-way line a distance of 50 feet, more

or less, to a point 46 .00 feet distant measured perpendicular to the

centerline of the main line of the B

. L 0

. Railroad ; thenct in a

Southwesterly direction along the Northerly tight-of-way line of

said B

. 8 0 . Railroad a distance of 718 .90 feet

; thence North 09'

17' 13" West a distance of 692 .91 feet

: thence North 00' 43' 08"

East a distance of 416

.58 feet to the point of beginning

.

Said tract containing 81 .18 acres, tore or less .

All

as shown on the accompanying plat

.

---

INDIAN REFINERY

LAWRENCEVILLE, ILLINOIS

A tract of land located in Section 12 of Township 3 North,

Range 12 West of the Second Principal Meridian of Lawrence County,

Illinois and being described as follows :

Beginning at the South-

west corner of the Northwest Quarter of said Section 12

; thence

South 89' 59 '

48" East on an assumed bearing along the East and

We s

: centerline of said Section 12 a distance of 1043

.11 feet

;

thence South 90' 00' 00" East a distance of 1665

.59 feet ; thence

South 89° 07'

30" East a distance of 606

.03 feet North 00° 23' 00"

East a distance of 1896 .54 feet to an iron pin on the Southerly

right-of-way line of the 9 . E 0 . Railroad

; thence South 80°

42'

37" West along the said Southerly right-of-way line a distance of

3350 .73

fee ; ; thence South 00° 52' 30" West- a distance of 1346

.35

feet to the point of beginning

.

Said tract contains 122 .84 acres, more or

All as shown on the accompanying plat

.

less .

---

11

A tn+ct o f lard lying in ttr

SartY

,east p1a_-trr o f Section

6,

Ttams)up 3 )I rth, Rars3e 11 h st of the Second

Principal

keridian of Iavrence County, I11ircis =re

pdrtic, :larly described as follo-s :

Carranc ;rg at the intrrcre-irn of the East -,'Fr

section

lire of said Sec-tan 6 a.rd

the East

rightrofVay

line of Thirri Street in the City of La.-vrnevilly,

Illinois

; thence East along the

Fast-west

C tar section

line of said Section

6 a distinae of 600 feet to the

Went of beginning

; thence continuing

Test

along tie

Fast-+kst ~tlartrr sec_,on lire c+f said Section 6 a

distsrce of 280 fart ; thence South a

distance of

1270

feet

; thence frtst a d.iwtance of

880

feet to the East

richt-of-vev lire of Third Street

; them thrth along the

Fast right-of-bray

lute of Third SLrvet a dlstarce

of 280

feet ;

ttesae East a distanx

of 600 feet

;

teens North a

distance of 990 feet

to ttr pint

of trginrurc

.

Contsinirsq 12.02 acres rorr or

less .

Legal Descripclcc

'.radian acres North

Larreuce Couocq, 1111neis

---

Nine

A rectangular

Hundred Ninetyplot

of

(990)

land

feet

Six

North-South

Hundred (600)

situated

fact East-West

in the Countyby

North,

of

East

Lawrence,

QuartersRange

State

Eleven

(S : ;)of

(11)

of

Illinois

Section

West of

Sixand

the

being

(6),Second

Township

a part

Principal

of

Three

the

Kerld(3)South-:an

and being more particularly described as follows :

Beginning at a TEXACO Inc

. concrete monument located at the

Second

Intersection

(6),

Township

Principal

of

Threethe

Nerldlan

East

(3)

North,

and

with

West

the

Range

Center

East

Eleven

Corporation

Line

(11)

of Section

West

line

of

Sixtheof

the

South

for

City

Linethe

of

or

parallel

Lawrenceville,

Northeast

said Section

with

corner

and

SixlllinolsSiof

(6),.x

the

Hundred

Six

;

herein

thenceHundred-

(600)

described

.East

feet

(600)

along

East,

feet

plotBald

mea3uredto

; thencea

censerPoint

for

perpendicularly

angles

Ia wrencev

the

to

southeast

:lle,

the aforementioned

Nine

fro-

corner

Hundred

the Eaat

of said

and

course,

corporation

Ninety

plot

Six

;

(990)

thence

Hundred

line

feet

West

of

(600)

the

to

and

a

City

pointfeet

at rightofto

for

a point

a cornerin

the

; thence

bald City

North

of

alone

Lawrenceville's

said East corporation

East corporation

line Nineline,

Hundred and Ninety (990) feet to the point of beginning .

Excepting from this conveyance, however, and reserving unto the

Grantor, all of the oil,

gas,

coal, uranium and all other minerals

of

specifically

whatsoever

named,

nature,

in,

whether

under

similar

and that

or

may

dissimilar

be produced

to thosefrom

the

above described land, tut waving all right of ingress and egre :S

for

same

the

. This

purpose

provision

of exploring,

is a part

developing,

of the consideration

mining or drilling

of this

for

conveyance

.

---

Exhibit A

---

APPENDIX A -

AMENDED CONSENT ORDER (92 CH 6 and 97 CH 11)

OPERATING BUDGET

---

5RpRgm8p8 smss

S~f~~~~88ti8

$~~5K1~IB8^8

819~9KIlOQl8~8

8g8o~~~p~8 ~88i8

ppmPaMP2 2288

8A8<'AXi8Nik6t

Ps7nmrc Ross

m

U

I

a

s ~

e

~ e

E

zg

9

s ti

v

Ilia

88®A,

m

4 8 0 1312

W68B~

- Ass ar"

I

9

---

Exhibit

B

---

APPENDIX B -

AMENDED CONSENT ORDER (92 CH

6 and 97

CH 11)

SITE SECURITY MEASURES

1 .

Refinery Oversight

:

The Trust has retained two (2) full-time employees to provide Refinery oversight

.

The Refinery access will be limited to the times scheduled below, unless prior

arrangements are coordinated two weeks in advance

.

(Two individuals working 8 hour overlapping shifts - 2 weeks notice required)

In the event of vacations/sick days, unscheduled closings may occur

.

B.

Scheduled Closings

Holidays provided to Trust employees (Refinery Scheduled Closed)

:

New Years

Presidents Day

Good Friday

Memorial Day

July 4th

Labor Day

Thanksgiving (Thursday & Friday)

Christmas (Eve and Christmas Day, or 2 business days following)

Due to hazardous conditions and safety issues at the Refinery and potential

liability for the Trust,

no one

other than a Trust employee or authorized agent is

authorized to provide access to any third party

. All access to the facility will be granted

to PRP's and other individuals based on the terms of their access agreements and/or

company policies and procedures

. As determined by the Trust, no contractor or PRP

representative will be authorized on the Refinery property unless the appropriate

insurance certificates, naming the Trust as an

additional insured, are provided to the

Trust in advance .

Pursuant to the Trust's Health and Safety Plan, appropriate log-in

and/or authorization forms must be filled out prior to anyone entering the facility . All

contractors must enter the Refinery property through "Contractors Gate" and if such gate

is to be maintained on a full time basis, such PRP and/or organization making such

request will reimburse the Trust for the additional manpower required .

A .

Refinery Schedule -

Normal hours

Normal Schedule :

Monday through Friday

7 :00 am to 3 :30 pm

(Two individuals working 8 hour overlapping shifts)

PRP/EPA Activity Schedule

:

Monday through Friday 6 :00 am to 6

:00 pm

---

The IEPA onsite coordinators will be provided unlimited access to the Site for

emergency and monitoring purposes only, conditioned upon the above stipulations

. Such

access must be coordinated with the Trust's personnel as much as possible .

2 .

Site Security :

Site security will be maintained to prevent public exposure to surface materials,

safety hazards and to protect the equipment remaining at the facility, including, but not

limited to, the W WTS .

Due to the limited number of onsite personnel, site security is limited . The Trust

maintains a guard building by the main entrance of the Refinery and perimeter fencing

around the former operational area of the site .

The Trust's personnel will conduct

perimeter inspections once at the beginning and ending of each daily shift and visual

inspections of the facility while performing their daily maintenance/access activities . The

entry gates will not be stationed by personnel on a continuous basis . The only areas not

incorporated within the boundaries of the fence line (which was installed to detour

unauthorized access to the operational portion of the Refinery), are the areas adjacent to

the Rail Road Tracks and Indian Acres, including the old pump house area, the residential

lots, the farm land across the river, access on the east side next to the river and the

wetlands at the south end of the facility

.

Further efforts will be instituted to deter unauthorized access to the facility, but,

no assurances that such unauthorized access can be made . Anyone found trespassing on

the facility will be turned over to the local authorities for prosecution . The Trust has

requested the local authorities increase their perimeter inspections of the facility on a

daily basis, especially during the evenings

.

---

Exhibit C

---

APPENDIX C-AMENDED CONSENT ORDER (92 CH 6 and 97

CH 11)

SITE MAINTENANCE -

PROPERTY

The Trust will be responsible for the following Site Maintenance activities

: (1)

monitoring, operating, and maintaining the Wastewater Separator and Treatment Systems

(the "WWTS"), electrical power, utility, maintenance and operational activities related

thereto, in compliance with the USEPA CWA Order and the IEPA Order

; and (2)

providing regular site maintenance, such as mowing and weed-eating, as specified below

.

The maintenance, operation and regulations of the WWTS are addressed in Appendix D

hereto.

Maintenance of Property

:Mowing and Weed-eating Programs

:

In addition to maintaining the WWTS (Appendix D) and Site Security structures

(Appendix B), the Trust will perform certain other limited maintenance programs in an

effort to not allow the Refinery to become a public nuisance to the surrounding

community and its residence

. Other limited maintenance programs will be instituted to

help control vegetation which interferes with roads, gates, access to monitoring wells and

the WWTS

.

The mowing and weed-eating maintenance programs will be performed by the

Trust personnel as needed, conditioned on the availability of the personnel and

maintenance

EOB

. If there

equipment

are any major

currently

repairs

owned

required

by the

to the

Trust

equipment

and the

and/or

necessary

such activities

funds in

needthe

to be outsourced to a third-party contractor and such costs are not provided for within the

EOB, the Trust will notify the IEPA onsite coordinator of the need of such expenditures

.

The following locations will require more frequent mowing and weed-eating

because the location is either near a residential area or near a public access location :

A .

C-Pond area

B .

D-Tank Farm

C .

Loading Rack

D .

AWR residential lots around Crackle Street

E

.

AWR residential lots around Hickory Street

F .

Tank Farm A along I 1

th

Street

G .

Main office area near the street

The following locations will require less frequent mowing and possible weed-

eating to allow for ready access in and around work locations on the facility

:

fl .

FPA sump pump area

---

1 .

EPA interceptor trench

J .

Old IRC monitoring well locations throughout the Refinery

K .

Wastewater treatment plant - aeration, primary and off test ponds

L .

Separator #7

M.

Separator #8

N .

Area around Tanks 729 and 730

O .

Area around Tank 539 sump

In order to adequately maintain these locations it will be necessary to periodically

spray herbicide at specific areas within the majority of the aforementioned locations .

---

Exhibit D

---

APPENDIX D

to AMENDED CONSENT ORDER (92 CH 6 and 97

CH 11)

MAINTENANCE, OPERATION AND REGULATION OF THE WWTS

I .

Waste Water Treatment System : General Overview

The Embarras River is the ultimate receptor of all surface water from the Refinery

site

. However, the routes by which surface water reaches the river vary greatly across the

site and depend on water management practices such as routing and pumping

. Runoff

from the LTU and several tank farms enter C-Pond, which is subsequently pumped to the

WWTS under standard operating procedures (SOP)

. The runoff, if any, from the LTU

will be routed through Tank Farm E to C-Pond, and then pumped to Separator #8

. When

actively managed pursuant to the SOP, runoff from Tank Farm B -South also is routed to

the WWTS.

After treatment at the WWTS, water is discharged through the refinery's NPDES

discharge point, which is monitored daily and such materials are sampled through a

composite sampler and submitted for lab analysis monthly

. The Trust operations only

require monthly reporting, therefore, any third party requesting such discharge will be

required to pay the additional cost

. Discharge materials will be monitored for PH levels

daily (depending on activities at the facility, ammonia and phenols will be monitored as

required) and lab analysis reviewed monthly

. The sampling results as prepared by an

independent lab are then compiled by the Trust personnel and submitted to the IEPA in

compliance with the NPDES permit requirements

. If determined that discharge levels are

in violation of NPDES limits, then all discharge materials will be diverted to the off-test

ponds until such materials are retreated and conform to the NPDES limits

.

There are some surface water bodies which do

not enter the WWTS and are not

considered components of the WWTS, as defined, therefore, the Trust personnel will not

be responsible for monitoring such discharges in accordance with the NPDES permit

requirements

: Indian Acres, Boilerhouse Slough/Lime Sludge area (SWMU 7) (the

"Slough Area"), Raw Water Reservoir, Heliport/Pond Area, and Lime sludge ponds

. The

Raw Water Reservoir stores Embarras River water and is protected from the runoff water

from the other areas of the Refinery

. The Lime sludge ponds received water softening

sludge from the raw water treatment system when the facility was operational

. In an

extreme rain event such ponds could overflow into the Slough area

. Low-lying areas in

SWMU 9 store runoff from SWMUs 11, 12, 9-North, 26, and 29

. Depending upon the

"open/close" status of a few valves, this water could eventually enter the Boilerhouse

Slough

. Surface water runoff flows off-site from the SWMU 7 -

Slough Area and

Heliport/Pond Area without treatment

. In addition, water may be discharged from

SWMU 19 (C-Pond) during extreme storm events when the C-Pond storage capacity is

exceeded .

---

In addition to surface water runoff, the sewer system collects groundwater and

free product released to the subsurface during the years of refinery operation

. The

separators are used to prevent product, sediment, and oil emulsions from entering the

wastewater treatment system

.

2.

Maintenance and Operation

of the WWTS:

A.

Daily Monitoring of WWTS

At the beginning and ending of each work day, the Trust personnel will visually

assess the condition of the site as a whole to determine if emergency repairs are necessary

to any of the operational components, including but not limited to separator/detention

pond walls, pumps, aerators, monitoring equipment, tanks, skimmers and mechanisms of

the WWTS, including the EPA collection system .

If there are any major repairs required and such cost are not provided for within

the monthly FOB in Appendix A or Appendix E, the Trust will notify the IEPA onsite

coordinator of the need of such repairs .

B.

Separators #7 & #8

In order to ensure compliance with the Trust's NPDES permit and the IEPA

Order it is necessary to monitor the Separators daily

. Periodically, the Separators must be

skimmed of recovered petroleum materials .

Ideally, Separator #8 will be skimmed at

least twice a week and Separator #7 will be skimmed at least once a week

. Such

skimming requirements will be increased if rain events create an increased level of

material to build up faster .

The systems are not designed to automatically skim the

surface water for the collected petroleum materials

. Therefore, such activities must be

manually performed by the Trust personnel .

Such skimming will require at least the

participation of two people for 5 hours each to skim Separator #8 and 4 hours each to

skim Separator #7 .

Periodically the removal, pressing, drying, and possible off-site disposal of

separator sludge (K051 waste) may need to be performed . The Trust personnel will

notify the IEPA On-site Coordinator of such requirement

. Currently, no funds have been

allocated for the off-site activities

.

C .

Sewers

Weekly monitoring of the sewer pockets and drainage areas will be performed to

make sure there are no obstacles and/or debris hindering the natural water flow of the

WWTS

. Following any major rain event, the Trust personnel will review the water flow

to determine any corrective actions that must be made to redirect the water flow . The

IEPA onsite coordinator will be notified of any corrective actions as needed

.

Maintenance measures to prevent entry of sediment into sewers, repairs and sediment

removal will he Performed as needed

.

2

---

D .

C-Pond

Gate valve operation to control inflow/outflow to C-Pond will be performed daily .

Maintenance and replacement of pumps, and repairs to any of the equipment configured

as pan of the C-Pond operation will be performed as needed . The IEPA onsite

coordinator will be notified of any corrective actions which need to be made over and

above what has been provided for in the EOB Or Appendix E .

E.

Runoff conveyance system

Daily monitoring of the runoff conveyance systems and drainage areas will be

performed to make sure there are no obstacles and/or debris hindering the natural water

flow of the WWTS

. Following any major rain event, the Trust personnel will review the

water flow to determine any corrective actions that must be made to redirect the water

flow.

Maintenance of gate values, culverts and flow capacity of earthen ditches, and

repairs to any of the equipment configured as part of the runoff system will be performed

as needed

. The IEPA onsite coordinator will be notified of any corrective actions that

need to be made over and above what has been provided for in the FOB or Appendix E .

F.

Wastewater Treatment Plant

G.

Maintenance and replacement of pumps, pipelines, mixers, transformers, gate

values, aerators, flow control system, monitoring and testing equipment, and repairs to

any of the equipment configured as part of the Wastewater Treatment Plant operation will

be performed as needed

. The IEPA onsite coordinator will be notified of any corrective

actions that need to be made over and above what has been provided for in the FOB or

Appendix E.

Tank572

Interceptor System

On June 23, 1997, the USEPA mobilized and began clean-up and other removal

activities at the Release Site, as defined in the CWA Order. Removal cleanup activities

conducted by USEPA included removing oil contaminated soils and placing them in one

of three (3)

on-site bio-cells and installing a 760 foot interceptor trench (18 feet deep into

a river sand substrate) with a gravity fed collection sump. The collected oil and water

from the interceptor trench is pumped through a buried four-inch PVC pipe to the

Refinery-owned and operated WWTS, where the removal related effluent is treated and

subsequently discharged into the Embarras River pursuant to the NPDES permit program .

The Release Site covered under the USEPA CWA Order and the draft Work Plan

is the wetlands area south of tank 572, and south of tank farm B of Refinery .

The

Release Site consists of an artificial pond created by the USEPA's excavation of

approximately 10,300 cubic yards of oil contaminated soil .

The equipment and collection systems installed by USEPA as pan of its

Emergency Removal Action includes the below ground interceptor collection trench, the

3

---

gravity feed collection sump, and the three bio-response cells . As part of its removal

action, USEPA utilized AWR's existing # 8 oil water separator to collect oil/water

pumped from the collection sump, and the Tank 539 sump discharge line

. This

equipment collectively has been defined in the USEPA CWA Order (the "Release Site

Equipment" or the "Tank 572 Interceptor System")

.

The Trust personnel will manage the Tank 572 Interceptor System pursuant to the

draft Work Plan submitted by AWR in conjunction with section V.2.1

of the

Administrative Order by consent pursuant to Section 311 of the Clean Water Act, 33

U .S

.C 1321, as approved by the Bankruptcy Court in the District of Delaware (the

"Bankruptcy Court") (the "USEPA CWA Order") .

If there are any major repairs

required and such costs are not provided for within the EOB or in Appendix E, the Trust

will notify the IEPA onsite coordinator of the need of such repairs .

3.

Regulation of the WWTS

:

A.

AWR shall operate the Separator and Treatment Systems and discharge its

effluent into the receiving waters of the Embarras River only in the compliance with the

provisions of the Act, 415 ILCS 5/1, et seq .,

Title 35 of the Illinois Administrative Code,

Subtitle C and/or Subtitle D, Chapter 1, and the Clean Water Act, as provided in the

Administrative Order by consent pursuant to Section 311 of the Clean Water Act, 33

U .S

.C 1321, as approved by the Bankruptcy Court in the District of Delaware (the

"Bankruptcy Court") (the "USEPA CWA Order") .

B. Separator and Treatment Systems ("WWTS") shall mean (I) the API

Separators Nos

. 7 and 8 and connected collection systems, including all associated

pumping, piping, and tankage equipment (including the C Pond Area and associated

pumps); (2) the wastewater treatment facility and connected collection, aeration .

equalization, settling basin, and oil skimming systems, including all associated pumping,

piping and tankage equipment

; (3) storm water collection system and associated

equipment ; and (4) the equipment and collection system installed by the USEPA as part

of its Emergency Removal Action which includes the interceptor trench collection

system, the collection sump, and the bio-response cells (to the extent such bio-cells are

currently being used), including all associated pumping, and other ancillary equipment .

C .

AWR shall comply with the effluent limitations, sampling, and reporting

requirements contained within ATTACHMENT A hereto when operating the Separator

and Treatment System .

D.

The Trust shall continue to implement and enforce its Health and Safety

Plan to ensure the protection of the public health and safety during performance of onsite

work in accordance with the CWA Order .

4

---

N

D = Not Detected

ATTACHMENT A

Table

1

Die- AREA SM1PLE ANALYTICAL RESULTS

AND CLEANUP STANDARDS

(Volts

n

arts tr million

m . .

NA

c Not Analyzed

1 BD - To

Be Determined

The above clean lip andards arc based upon 35 IAC Pan 742, Tiered Approach to Cleanup

Objectives (Illin l is J :PA TACO), Migration to Groundwater Portion of

the Groundwater

Ingestion Expostj :r Route, Class 11 (groundwater class two) .

The TPFI clean up standard must

he based upon tit t pil nttenuation capacity for total organic carbon (TOC)

in the soil as detailed

in TACO . TOCr.v.1 ; not sampled for during the emergency removal action

. Within 60 days after

the entry of the C'nlyx by Consent, A Wit shell sample for TOC in the snit, determine the

appropriate clean-tot standard for'I-PH

using TACO procedures, and notify in writing IEPA

and

U

.S

. EPA of the cltanmup standard it determines

. Such clean-up

chill

be subject to TEPA and

,U.S.

EPA review slid Vproval-

5

Sample Location

pate

Param or

TPB

Bea-

I use

Ethyl-

benzene Toluene Xyleoe

TPB

GRO

TPH

DRO

Bio-Area 978 Samples

B10-978

f

9/29/97 4,950

ND

-

ND

900

BA 973-1

1122/98 142 ND ND

ND

ND

ND ND

BA978-2

1/22198 403

ND

ND

ND

ND

ND ND

BA97 -3

'/22198 612 .25

4.34

.94

2727

ND ND

Bio-Area 981

Samples '

BA981-1

1/22/98

390 ND ND

BA981-2

722198 76.6 ND ND

ND

ND

BA921-3

122/98

186

ND

ND

ND

ND - ND

PCU Bio-Ares Samples

PCU-4

;1/72198 1,010 ND ND

ND

ND

ND ND

PCU-5

U22/98

1,170

ND

ND

ND

ND ND

PCU-6

.:122/98 817

ND ND

ND

ND

ND ND

PCU-7

122/98

426 01

.02

31

.27

NA

NA

PCU 8

122/98 640 .88

17.35

15 .76

96.00

NA

NA

Bioremediation Clean!

IL_Up Standards

11D 0.15 19

30

190

---

P-UUMI'edlimitedaedldmaaOaba+eI

:TGR:eel(caWedeelAVERA01!30Ufl-.fnjmoNggVllgoI

:

MAXIMUMDAILY

Exhibit

AVERAGE30

.

.6

A

MAXIMUMDA51.YPREOVENCY.inpdISCMrl!elSAMPLESAMPLETYPElberTi:ormPfomdDAYemuentallbet00aemlnelieedet

I ;FFI.LSENT

LIMITATIONS AND MONITOR TNQ

LOA)

_ i

•

At

I IAQTS

(DMPL_IbeMq

•

• • n,.

wn, nlm5dyhdn

, r .m, (ar enno, nru.au,ml leer) X

.Ima

IL. nun, nl dtmlrl, hI , rtln far la,n.nu. al,

flvrrcnn ., etl,nv.: .nc .e

•I tu .ahu •U

CONCENTRATION

WMrtR mall

DmrM1:001

f!

.- (MOD)

Dotty

Conliououl

PI1

4cc Sg ci .1 Condlden I

hOD,

20

10

Grab

Con,poeilr

'1011 Suspended SNkd

25

all

•

Cnn,oonte

IL] end Or

.. ..

15

30

Compo6 :e• •

wane

005

Grab

ENylbeeeerc

0.017

0116

Ilrab

folatoe

0.14

1 .75

G,ab

aykna(Tmd)• • •

0 .1 I

L.

•

0mb

fad AE.TX

075

•

Cakumvioa • • • •

Aaaephd,ene

0 .043

0124

•

Grab

4ephd rot

U69

050

0rw,

Plrmenlhwe

00037

006

Grab

tmeno4

0]

0A

Conrporin

IMFe

0 .1

•

Calr :ulalien

• • • •

Ct,nunium 6Tpull

0.35

2 .0

Cnmpmce

CS o. Alum pex ee laml

4011

Ohla

Gmn

CItlo,

500

('umptv .v

5oliol .<

500

I mn1 I ixnol.M Stitch -

10110

1 nnnm ,.

1111

Ap,i Ibnraeb Datli :

Not . 19rmrph M .vtll

10

I77

An Spdd Qn,dilial,

' 1cC Sp¢tll bmJiline, 3

---

Exhibit A

SPF,CIALCONDITIONS

PECIAL CONDIT',IQ •N_!•• The pH shall be in the range 6.0 to 9 .0

. The monthly minimum and

monthly maximum falyes shall be reported on the DMR form

.

:PBClAL COND(lQ

ftj A WR shall sample the effluent and analyze said sample for pH . BOD„

total suspended solids, pll and grease, benzene, Ethylbenzene, toluene, xylem (total), total BETX,

ecenaphthene,napht3 safime, phenanthene, PNA's and total dissolved solids on a monthly basis when

demolition water is pot being introduced into the waste water treatment facility . Chromium (total),

, hromium (hexavalent l chloride, phenols, sulfates and ammonia shall not be monitored and limited

curing time periods

;wlan demolition water is not being introduced into the waste water treatment

facility .

A

WR shall sample the ~tlluent and analyze said sample for pH, BOD, , total suspended solids, oil

,ad grease, benzcnej ,

aljylbenzene, toluene, xylenes (total), total BETX, aoenaphdialene, napthalene,

phenanthrene, phcc ioty, PNA's total dissolved solids, chromium (total), chromium (hcxavalent),

chloride, sulfates arjd

:jmmonia on a weekly basis when demolition water is being introduced into

she wastewater tre4init nt facility

. Weekly monitoring shall continue four weeks after demolition

water has ceased thin icing discharged into the waste water treatment facility

. AWR shall identify

to the Discharge Most, toting Report (DMR) form when demolition water has been accepted and

when demolition wptt

; has ceased discharge to the waste water treatment facility

.

Additionally, any j~n :ytical results

of samples taken of demolition water performed prior to

discharge to the ws .u

;water treatment facility shall be submitted with the monthly DMR form .

SPECIAL CONDO U 10j, The composites for oil, tits, and greases shall consist of sample aliquots

of approximately equ

:d volume, a minimum of 100 milliliters, be collected at regular time intervals

over a n eight-houi

ptriod (three aliquots total). A single sample formed by combining all the

aliquots, and the sglv,nt rise

of the container, would then be analyzed . The results of the single

analysis is then rep's rind for oil, fats, and grease.

SPECIAL CONDI'I]'1)N 4

: AWR shall sum the analytical results for the following polynuclear

aromatic hydrocaripow, and report the stun for PNA's

Accnaphthylene

Dibenzo(a,h)ant scene

Anthracene

Fluoranthene

Benzo(a)anthracetj. :

Fluorene

Benzo(a)pyiene

-

lndeno(1,2,

;-cd)pyrenc

I,4 Benzotluorant("ud.

Naphthalene

Ilenzo(ghi)perylesh'

Phenanthrenc

Benzo(k)Iluoranihj n.!

Pyrene

Chrysene

All nun-defect vnl iue ;.5hall he nssigcd a value of zero fir summation purtwss .

7

---

I '

JtxhihitA

f

pECIAL CONDI1!IQra

. If an applicable effluent standard or limitation is promulgated under

Sections 302(b)(2X(') 4nd (D), 304(b)(2), and 307(a)(2) of the Clean Water Act and that effluent

standard or limitation is more stringent than any effluent limitation to this Exhibit or controls a

hollurant not limited Id this Exhibit, the Agency shall revise or modify this Exhibit in accordance

with the more stri4

:nt standard or prohibition and shall notify AWR.

i

_WECIAL CQNDCT;IQNL-'Mhe

use or operation of this facility shall be by or under the supervision

of a Certified ClassJK iperator.

SPECIAL CONDIJ ( 1 , AWR shall record monitoring results on Discharge Monitoring Report

Forms using one sukb loan for each discharge each month . The completed Discharge Monitoring

2eport form shall

lid

jubmitted monthly to IEPA, no later than the 15th of the following month,

anless otherwise so., x'Ied by the Agency, to the following address

:

Illinois Environmental Protection Agency

Bureau of Water

Compliance Assurance Section

1021 North Grand Avenue East

Post Office Box 19276

Springfield, Illinois 62794-9276

SPECIAL COND )N 8 ; The Agency has determined that the effluent limitations to this Exhibit

constitute BAT/Bi']

C]

.for storm water which is treated in the existing treatment facilities, and no

pollution preventii4n islan will be required for such storm water. In addition to the chemical specific

monitoring rcquirl •d tasewhere in this Exhibit, AWR shall conduct an annual inspection of the

facility site to id tbly areas contributing to a storm water discharge associated with industrial

activity, and deterjrtirje whether any facility modifications have occurred which result in previously-

treated storm watgr discharges no longer receiving treatment

. if any such discharges are identified

AWR shall requeit :e modification of this Exhibit within 30 days after the inspection

. Records of

the annual inspecpor( shall be retained by AWR for the teen of this Exhibit and be made available

to the Agency on yetuest.

SPECIAL CONUP11(QN9;

Flow shall he reported as a monthly average and daily rnaximum value

on the DMR form iuiunits of Million Gallons per Day (MGD) .

8

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Exhibit E

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APPENDIX E - AMENDED CONSENT ORDER (92 CH 6 and 97 CH 11)

SITE UPGRADES AND REPAIRS

The Trust shall utilize funds from the EOB/Operations Budget (Appendix A) to

perform the following upgrades and repairs to the WWTS, equipment, security and other

facilities at the Site during the fiscal years 2007-08 :

Upgrade and repair of interceptor trench pump housing :

est. cost -

$40,073 .00;

2 .

Repairs to the wastewater off-test facilities : est. cost - $4,368

3 .

Replacement of the wastewater lagoon boom : est. cost - $5,990

4 .

Replacement of the C-pond inlet

: est. cost - $5,928

5 .

Repair vacuum truck : est

. cost - $9,634

6 .

Upgrade and repair aerators on the W WTS - est . cost : $60,000

7 .

Purchase WWTS backup pump-est . cost: $10,000

8 .

Replace Electrical Boxes for W WTS - est. cost: $3,500

9 .

Repair steel seams of W WTS -

est

. cost

: $5,000

10.

Purchase new fencing to provide security - est. cost : $10,000

11 .

Purchase of used trucks - est. cost $10-15,000

12 .

Purchase new separator to replace Separator No

. 8 - est . cost

: $15,000

13 .

Repair leaky roof in guard building at main entrance - est . cost : $3-5,000

Further upgrades and repairs of the Trust's WWTS, equipment and facilities may be

determined by the Trust and the IEPA during the course of the work set forth above . In

the event that additional upgrades and repairs are identified, the IEPA and Trust shall

draft a modified or revised Appendix E .