OLA

Piper

LU’ (US)

DLA

PPER

203

North LaSalie Street,

Suite 1900

Chicago

Illinois 60601-1293

www.dlapiper.com

Michael

H.

Elam

michael.elam@dlapiper.com

T 312.368.4028

F

312.630.5319

May

5,

2009

VIA HAND

DELIVERY

CLERK’S

OFFICE

Chief Clerk

/

Illinois

Pollution

Control

Board

—

100

West

Randolph

Street

—

STATE

OF tLLINOIS

James R. Thompson

Center, Suite

11-500

Pollution

Control

Board

Chicago,

Illinois 60601 -3218

Re:

Request for

90-Day Extension

of Time

to

Seek

Pollution

Control

Board

Review Of

IEPA March

31, 2009 Letter Decision

BP

Products

North America—Main

Plant

Log No. B-147-CA-72

1191150001 — Madison

County

Dear

Chief Clerk:

We

represent

BP

Products North America

Inc. (“BP”).

On March 31, 2009,

the Illinois

Environmental

Protection

Agency (“IEPA”)

issued a letter

decision

to

BP

regarding the above-

referenced

matter. A

copy of that letter

decision is enclosed

as Exhibit

A.

Consistent

with

the last paragraph of

page 4 of that letter

decision and

in accordance with

Section 105.208

of Part 105 of the

Pollution Control Board’s

Rules,

BP respectfully seeks

a

90-

day extension of

time to file

a petition for review of

the March

31,

2009 letter decision.

Please

be advised that the 1

EPA

joins in

this request for extension

of time.

The Affidavit of

Thomas G.

Tunnicliff

of

Atlantic Richfield, which

is enclosed

as Exhibit B, confirms

that

the

IEPA

has been consulted

regarding

the

extension

of time and

joins

the

request.

Please do

not

hesitate to contact

us if you have

any questions or require

additional

information.

Thank you.

Regards,

DLA Piper LLP

(US)

ichael

H. Elam

Enclosures

cc:

Thomas G. Tunnicliff

James K. Moore

Stephen

F. Nightingale

Ryan Hartley

Rebecca

Raftery, Esq.

Harold B. Pomerantz,

Esq.

Christopher

N. Skey, Esq.

---

m

I

---

!LLINO)S

ENVIRONMENTAL

PROTECTION

AGENCY

1021 NoRTH

GRAND

AVENUE EAST,

P.O. Box

19276,

SPRINGFIELD,

ILLINOIS

62794-9276 -

(217)

782-2829

JAMES

R.

ThOMPsON

CEtrER,

100

VVEs-rRpooLPH,

SUITE

11-300,

CHICAGO, IL

60601

— (312)814-6026

DOUGLAS P.

Scorr, DIRECTOR

217/524-3300

March

31,

2009

Cextified

MaiL

7007 0220

0000 0040

5656

BP Products

North

America,

Inc.

Attn:

Mr. Thomas

G.

Tunnicliff

301

Evans

Avenue

P.O. Box

167

Wood

RE:

River,

BP

1191150001

Products

IllinoIs

North

—Madison

62095

America—Main

County

Plant

ATLANTIC

1111

APR

o

IILII

Log

No.

B-147-CA-72

‘--

Received:

August

22, 2007

RCRA Permit

Dear

Mr.

Tunnieliff:

This is response

to

the August

22,2007

submittal

regarding

certain aspects

of

RCRA corrective

action

at the above-referenced

facility

made

on your

behalf

by George

Varela

and

Ryan

P.

Hartley,

P.E.

of

IJRS Corporation.

As

you know,

this facility

is, among

other things,

currently

undergoing

corrective action

in

accordance

with

a

RCRA

permit (Log

No,

B-147

and

associated

modifications).

In a

letter

dated

February

5,2002,

Illinois

EPA

approved, with

conditions

and

modifications,

a

plan

to:

(1)

expand

the corrective

action

efforts

to include

all

recognized

environmental

conditions

at the facility;

and

(2)

break

the

facility

up

into nineteen

parcels

and

complete

corrective

action

on a parcel

by parcel

basis (a drawing

showing

the boundaries

of this

facility

and

the nineteen

parcels

with the

facility

is attached).

One of the

main goals

ofBP’s

corrective

action

program

is to allow

for redevelopment

ofthe subject

facility.

The August

22,

2007

submittal

included

a

document

discussing

options

which could

be

used to

transfer

certain

portions

of a

facility to

another

entity

for

redevelopment

purposes

and to allow

those

portions

of

the

facility

to

be

removed

from

the

terms

and conditions

of the

facility’s

RCRA

permit.

Illinois

EPA’s

comments

on the

subject submittal

are as

follows:

1.

As

indicated

above,

the

subject

RCRA

permit and

associated

corrective

action

approval

letters

require

BP to

conduct

corrective

action,

as

appropriate,

on all recognized

environmental

conditions

at

the subject

facility. Compliance

with these

requirements

is

the

cornerstone

of

the

concept

approved

in this

letter.

2.

This letter

only

addresses

and approves

the concept

ofparceling

as part

of the

corrective

action

process

at this

facility, either

in

a horizontal

or vertical

fashion;

it

does not

approve

ROcKFORD

— 4302

North

Main

Street,

Rockford,

IL 61103

— (815)

987-7760

55

PLAINES

— 9511

‘IV. Harrison St.,

Des Plaines, IL

6

ELGIN — 595

South

State,

Elgin,

IL

60123

— (847)

608-3131

.

PEORIA

— 5415

N.

University

St.,

Peoria, IL

61614

—(309>

BUREAU

OF LAND -

PEORIA

7620

N. UniversIty

SL, Peoria,

IL 61614

— (309)

693-5462

CHAMPAIGN

— 2125 South first

Street, Champaign

COLLINSVILLE

— 2009

MaIl

Street,

Colhnsville,

IL

62234

— (618)

346-5120

MARION

— 2309

W.

Main

SE., Suite

116,

Marion,

IL

629

PRINTED

ON

RECYCLED

PAPER

EXHIBIT

A

---

Mr. Thomas

G.

Tunnidiff

B-147-CA-72

Page

2

any

ofthe other

conceptsdiscussed

in

the

submittal.

“Parceling,”

for

purposes

of

this

letter,

shall

mean

the

dividing

up of

a given

property

and

all

rights

associated

with

it into

various

three-dimensional

parcels

with

defined

boundaries

above,

on

and/or

below

the

surface

of the

earth.

The

establishment

of

various

parcels

at the

subjectfacility

will

aid

in

the

implementation

of

corrective

action

and

redevelopment

of the

facility.

a.

The boundaries

of

any parcels

established

in accordance

with

the process

approved

by

this letter

must

be defined

by

a

professional

land

surveyor

licensed

to practice

in

the

State

ofIllinois

and

meet

the requirements

of all

statutes

and

regulations

applicable

to such

efforts.

b

Each

parcl

eventually

established

in

accordance

with

the

process

approved

by

this

letter

must

obtain

an individual

and

unique

Real Estate

Tax

Index/Parcel

Index

Number

from Madison

County.

c.

At

a

minimum,

BP

must

maintain

ownership

of

all the subsurface

beneath

the

current

boundaries

of the

subject

facility.

3.

The

first step

in

the

vertical

parceling

process

is

to clearly

establish

the current

property

boundaries

of

the facility

and

identify

the boundaries

of

the current

property

identification

number(s)

associated

with

the

subject

facility.

A drawing

presenting

this

information

must

be

developed

in

accordance

with

the provisions

set

forth

in

Condition

2 a

above

and

be included

in

the

submittal

required

by

Condition

9 below

The

boundaries

of

the

nineteen

horizontal

parcels

already

approved

by

illinois

EPA

must

be

superimposed

on

this drawing

Legal

descriptions

ofthe

entire facility

and each

horizontal

parcel

must

also be

providedin

this submittaL

4

The

boundaries

of

any

new

parcel must

first

be

approved

by

Illinois

EPA before

a

new

parcel

mdex

number

is obtained

for

the

parcel

It

must

be

noted

that

Illinois

EPA

has

already

approved

the boundaries

ofnineteen

horizontal

parcels

withiñ

the

facility.

Axiy

request

for a new

parcel

must

contain

alegal

description

arid

plot surveyfor

that parcel

developed

in accordance with

Condition

2.a

above.

5.

Corrective

action

efforts

within

the various

parcels

must be

carried

out

in accordance

with

plans and

reports

approved

by

Illinois

EPA,

includmg

all

plans

and

reports

approved

by

Illinois

EPA

to

date

regarding:corrective

action at

the

subject

facility.

6.

IllinoisEPA

must

be able

to

enforce

anyefforts

necessary

to

complete

corrective

action

and

achieve

approved

remechation

objectives

at

the

subject

facility

This

can

be

achieved

via

Environmental

Land

Use

Controls,

ordinances

and

the

facility’s

RCRA

permit

Thus,

regarding

certain

aspects

of the

subject

submittal:

---

Mr.

Thomas

G.

Tunnicliff

B-147--CA-72

Page

3

a.

Much

of

Note

B in

Flow

Chart

2

is not

directly

applicable

to

the process

approved

by this

letter,

as

it involves

responsibilities

established

only

between

BP and

the

perspective

purchaser

and thus

not

enforceable

by

Illinois

EPA.

b.

For

the

purposes

of

ensuring

compliance

with

the

facility’s

RCRA

permit,

sale

of

a

portion

of

the

facility

with

covenants

(an

option

discussed

in

the

subject

submittal)

is not

an

appropnate

tool

for property

disposition,

as

the

covenant

will

not

include

the

State

ofIllinois

and

will

not be

enforceable

by

the State.

7.

The

eventual

removal

of

a given

parcel

from

the

terms

and

conditions

of

the

facility’s

RCRA

permit

(so

that

its

ownershipcan

be. transferred

to

another

entity)

will

requirethat:

(1)

the

parcel

first

receive

a

No

Further

Action

determination

from

Illinois

EPA

for

the

soils

and,

as

appropriate,

perched

water

within

that

parcel;

and

(2) the

permit

is

modified

so

that the

parcel

in

question

isnolonger

a part

ofthe

facility

covered

by

the

permit

a

At

a minimum,

as part

of

obtammg

a No

Further

Action

determination,

an.

Environmental

Land

Use

Control

(ELUC)

must

be

established which

allows

BP

access

to

that parcel

in

the

future

for

any

groundwater

monitoring

or

remediation

efforts.

It must

be

noted

that

the

ELUC

may

also

need

to address

certain

other

restrictions

required

to

support

Illinois

EPA’s

No

further

Action

Determination.

b

To

modify

the definition

of the

facility

covered

by

the

pernut,

BP

will

be

required

to

submit

a request

to

modify

the

permit

in

accordance

with 35

UI

Admm

Code

703,

Subpart

G Such

a

request

would

appear

to be

a

Class

3

modification

request

Thus,

BP

must

submit

the

subject

request

m

accordance

with.

the

procedures set

forth

in 35

Ill

Adnun

Code

703 283

or

it

may

request

a

detennination

by

lilmois

EPA

that

the

request

be

viewed

as

a Class

1

or

Class

2

modification

request

If

BP

requests

that

the modification

be classified

as

a Class

1

or

Class

2 request,

then

the

modification

request

must

contain

the

necessary

information

to

support

the

proposed

ôlassification.

8.

As

property

(or

parcels)

with new

parcel

index

numbers

are established,

it may

be

necessary

to

re-file

ELUCs

which

have

already

been

filed

with

the

Madison

County

Recorder.

a.

Such

an

effort

is

necessary

if

the

new

parcel

was

created

from

a

parcel

for

which

an

ELUC

was

afready

established.

b.

In

addition

to re-filing

the

required

ELUC

on the

new

parcel,

it

will

be necessary

to file

documentation

on

the

original

parcel

indicating

that

the

original

ELUC

no

---

Mr.

Thomas

0.

Tunnicliff

B-147-CA-72

Page4

longer

applies

to

that

parcel

(it

may

also

be

necessary

to

file

a

revised

ELUC

on

the

original

parcel)

identii’ing

any

restrictions

that

still

apply

to

that

parcel

of

land.

9.

As stated

in

Condition

2

above,

this

letter

only

approves

the

concept

of

parceling

the

subject

facility

as

part

of

BPs

implementation

of

the

corrective

action

program

required

by

the

facility’s

RCRA

permit.

A

request

to

rnodifr

the

facility’s

RCRA

permit

must

be

submitted

to

Illinois

EPA

for

review

and

approval

which

proposes

The procedures

to

be

used

in:(1)

theparceling

effort;

and

(2)

removing

a given

parceifrom

the

terms

and

conditions

of

the

permit.

10

In

addition

to

making

the proposed

modification

discussed

in

Condition

9

above,

the

permit

modification

request

must

also

contain

a proposal

to

update

the

entire

corrective

action

section

to

reflect

the

current

status

of the

correctiveaction

program

atthc

facility.

11.

The

permit

modification

requests

identified

in

Conditions

9

and

10 appear

to

be

a

Class

3

modification

request.

Thus,

BP

must

submit

the

subject

request

in

accordance

with

the

procedures

set

forth

in

35

Iii

Adnun Code

703

283

or

it

request

a

determination

by

Illinois

EPA

that

the

request

be

viewed

as

a Class

I or

Class

2

modification

request

If

BP

requests

that

the

modification

be

classified

as

a

Class

1

or

Class

2 request,

then

the

modification

request

must

contain

the

necessary

information

to

support

the

proposed

classification.

12

Umts

at

the

facility

that

are

former

hazardous

waste

management

umts

closed

as

landfills

and

receiving

post-closure

care

in

accordance

with

the

subject

RCRA

permit

may

not

be

reniôvedfiöm

the

permit

unless

the

appropriate

requirórnents

of 35

IlL

Ad±nin.

Códe724,

Subpart

G

are

met.

13.

Overall

corrective

action

efforts

atthe

subject

facility

must

meet

the

requirements

of: (1)

35

Ill.

Adniin,

Code

620,724

and

742;

(2) the

facility’s

RCRA

permit

(Log

No.

B-147

and

associated

modificatious);

and

(3)

Illinois

EPA

approval

letters

regarding

such

efforts.

This

letter

shall

constitute

Ilimois

EPA’s

final

decision

on

the

subject

submittals

Within 35

days

after

the

date

of

mailing of the

Illinois

EPA’s

final

decision,

the

applicant

may

petition

for a

hearing before

the

illinois

Pollution

Control

Board

to

contest

the

decision

of

the

Illinois

EPA,

however,

the

35-day

period

for

petitioning

for

a

hearing

may

be

extended

for

a

period

of time

not

to

exceed

90

days

by written

notice

provided

to

the

Board

from

the

applicant

and

the Illinois

EPA

within

the

35-day

initial

appeal

period.

---

Mr.

Thomas

G.

Tunnicliff

B-i

47-CA-72

Page5

Work

required

by

this

léttér,

your submittal

or

the regulations

may

also be subject to other

laws

governing

professional services,

such

as the

Illinois

Professional

Land Surveyor

Act of 1989,

the

Professional Engineering

Practice Act of

1989, the

Professional

Geologist

Licensing

Act,

and the

Structural

Engineering

Licensmg

Act

of

1989

This

letter does

not

relieve

anyone

from

compliance

with

these laws

and

the

regulations

adopted

pursuant

to these laws. All work

that

falls

within

the

scope

and

definitions

of

these

laws must

be performed

in

compliance

with them.

The

Illinois

EPA

may refer any

discovered

violation

of these

laws to the

appropriate regulating

authority.

If you have

any questions

regarding this letter,

please contactJàmesK.

Moore,

RE. at

2171524-3295.

Sincerely,

Stephen F

Nightingale,

P F

Manager,

Permit Section

Bureau

of

Land

SFN:YKM:m1s10931

76sdoc

Attachment:

Site

Layout

Map

cc:

Ryan Hartley

---

I

I

I

I

h

---

m

w

---

AFFIDAVIT

Thomas G. Tunnicliff,

being first

duly sworn, on oath

deposes

and states as

follows:

1.

I am employed

by

Atlantic

Richfield Company,

a BP

affiliated company,

(“BP”)

in the position

of

environmental

business manager.

2.

On April 3, 2009

I received

from the Illinois Environmental

Protection

Agency a

letter dated

March

31, 2009

regarding

“119115001 — Madison

County, BP

Products

North

America

— Main Plant,

Log No. B-147-CA-72,

Received:

August 22, 2007,

RCRA

Permit,”

which

relates to a former

BP Refinery

in Wood River, Illinois.

3.

In connection

with

the IEPA’ s March

31,

2009

letter,

I

spoke

with Mr.

James

K.

Moore, P.E., Manager,

Permit

Section

of the IEPA

on April 28, 2009. During

that

conversation,

I requested

that

Mr. Moore confirm

that the TEPA

was willing to

join a request

for a

90

day

extension

of time for BP to petition

the Illinois

Pollution Control

Board

for review of

the March

31, 2009 IEPA

letter.

Mr.

Moore did confirm IEPA’s

willingness

to join in the

extension request

to the extent

required

by

the

Pollution Control

Board’s Rules.

Subscribed and sworn

to

me

this

-7

day of May

2009.

OFFL1

Janet

L

Sneed

NOTARY

PUBUC,

STATE

OF

ILLINOIS

G.

Tunnicliff

CENTRAL\3 1222773.1

---

LAPPER

CERTIFICATE

OF SERVICE

The undersigned, Michael H. Elam,

an attorney for BP

Products North

America Inc.,

certifies

that

he

caused copies of the attached

documents to be

served via email and U.S.

Mail

upon the following persons from 203

N.

LaSalle

Street, Chicago,

Illinois

60601 on May 5, 2009.

Stephen F. Nightingale, P.E.

Manager, Permit

Section

Bureau of Land

Illinois Environmental

Protection Agency

1021 North

Grand Avenue East

P.O. Box 19276

Springfield, IL 62794-9276

James K. Moore, P.E.

Manager, Permit

Section

Bureau of Land

Illinois Environmental Protection

Agency

1021 North GrandAvenue East

P.O. Box 19276

Springfield, IL 62794-9276

Michael

H.

Elam

DLA Piper LLP (US)

203 North LaSalle Street

Chicago, IL 60601

(312)

368-4028

michael.elam@dlapiper.com

CENTRAL\31

223611.1