SETTLEMENT AGREEMENT WHEREAS, Zen-Noh Grain Cor poration (“Zen-Noh”) filed a First Amended Complaint in Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.), against Lisa P. Jackson, in her official capacity as Administrator of th e U.S. Environmental Protection Agency (“EPA”);
WHEREAS, Zen-Noh therein alleged, inter alia , that EPA failed to perform a nondiscretionary duty under Clean Air Act (“CAA”) section 505(b)(2 ), 42 U.S.C. § 7661d(b)(2), to grant or deny within 60 days an administ rative petition dated June 25, 2010, requesting that EPA object to PSD permit no. PSD-LA-740 and Part 70 operating permit no. 2560-00281-V0 (collectively the “Nucor 2010 Permits”) issued by the Louisiana Department of Environmental Quality (“LDEQ”) to Consolidated Environmen tal Management, Inc.—Nucor Steel Louisiana (“Nucor”) for a pig iron manufacturing process in St. James Parish, Louisiana (the “June 2010 Petition”);
WHEREAS, Zen-Noh contends that it is entitled, inter alia , to a declaration that EPA failed to perform that nondiscretionary duty, an or der requiring EPA to grant or deny the June 2010 Petition by a certain date, an order requir ing EPA to consider additional grounds for objection to issuance of the Nucor 2010 Permits , and an order requiring EPA to object to issuance of the Nucor 2010 Permits;
WHEREAS, Zen-Noh further c ontends that it is entitled, pursuant to CAA section 304(d), 42 U.S.C. § 7604(d), to an award of costs of litigation (including r easonable attorneys’ fees) with respect to the claims asserted in its First Amended Complaint;2 WHEREAS, EPA does not concede that Zen-Noh is entitled to any relief sought in its First Amended Complaint and does not admit any a llegation of fact or la w alleged in Zen-Noh’s First Amended Complaint;
WHEREAS, on May 3, 2011, Zen-Noh submitte d another administrative petition requesting that EPA object to Title V permit no. 3086-V0 and PSD permit no. PSD-LA-741 issued by LDEQ to Nucor for a direct reduced iron manufacturing process in St. James Parish, Louisiana (collectively the “Nuc or 2011 Permits”); and to object to modified Title V permit no. 2560-00281-V1 issued by LDEQ to Nucor for a pig iron manufacturing process in St. James Parish, Louisiana (the “May 2011 Petition”);
WHEREAS, all proceedings in the matter of Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.), are stayed pur suant to an Order entered April 12, 2011, upon EPA’s Unopposed Motion to Stay;
WHEREAS, Zen-Noh and EPA (coll ectively the “Parties”) wish to effect a settlement of Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.), without expensive and protracted litigation, and to a void expensive and protracted li tigation relating to the May 2011 Petition;
WHEREAS, the Parties have ag reed to a settlement without admission of any issue of fact or law;
WHEREAS, the Parties consider this Settl ement Agreement to be an adequate and equitable resolution of the claims at issue in the above-referenced li tigation and the May 2011 Petition;3 NOW THEREFORE, the Parties agree as follows:

1. Not later than March 16, 2012, EPA sh all sign an order or orders responding to the June 2010 Petition and the May 2011 Petition to the extent that such response is required under 42 U.S.C. § 7661d(b)(2).

2. The June 2010 Petition states that “Zen-N oh adopts and incorporates by reference, as if fully set forth herein, the comments, facts, and arguments set forth in the Petitions for EPA Objection filed by Sierra Club and LEAN on June 25, 2010 (the ‘Sie rra Club Petition’), as well as all of the supporting materials attached theret o or incorporated therein by reference.” The May 2011 Petition states that it “i ncorporates by reference the object ions and exhibits presented by the Sierra Club and the Louisi ana Environmental Action Networ k (or LEAN) in their petition to EPA to object to the issuance of the [Nucor] 2011 Permits.” Notwithstanding these statements in the May 2011 Petition and the June 2010 Petit ion, EPA is not hereby agreeing to respond by March 16, 2012, to those petitions by Sierra Cl ub and Louisiana Environmental Action Network, either separately or as part of responding to the June 2010 Petition and the May 2011 Petition.

3. The Parties agree and acknowledge that before this Settlement Agreement becomes final and binding upon EPA, EPA will pr omptly provide public notice of the proposed settlement in the Federal Register and an opportunity for public comment pursuant to CAA section 113(g), 42 U.S.C. § 7413(g). After this Settlement Agreement has undergone notice and comment, the Administrator and/or the Attorney Ge neral, as appropriate, will promptly consider any such written comments in determining whether to withdraw or withhold their consent to the Settlement Agreement, in accordance with sectio n 113(g) of the CAA. After the Administrator and/or the Attorney General elec t whether or not to withdraw orwithhold their c onsent to this4 Settlement Agreement, EPA will promptly provide written notice of that election to Zen-Noh. This Settlement Agreement shall become final on the date, if any, that EPA provides written notice to Zen-Noh that the Admi nistrator and Attorney General consent to this Settlement Agreement.

4. If the Administrator and/or the Attorn ey General elect not to withdraw or withhold their consent under Paragr aph 3 of this Settlement Agreem ent, the Parties shall jointly file the Stipulation of Dismissa l With Prejudice and Proposed Orde r of Dismissal with the Court in Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.) , pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii) and attached hereto as Exhib its A and B, within ten (10) business days after EPA has provided written notice of th at election. If Zen-Noh fails to join in such a stipulation, EPA may move, pursuant to Fed. R. Civ. P. 41, to dismiss the action with prejudice and Zen-Noh shall not oppose such motion.

5. Zen-Noh agrees that performance of the obl igations described in Paragraph 1 ofthis Settlement Agreement shall constitute a full and complete settlement of all claims that ZenNoh has asserted or could have asserted agai nst the United States, in cluding EPA, under any provision of law in connection with Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.), and that Zen-Noh could assert agai nst the United States, including EPA, under any provision of law in connection with the May 2011 Petition. Zen-Noh therefore discharges and covenants not to sue the United States, includi ng EPA, for any such claims upon performance of the obligations described in Paragraph 1 of this Settlement Agreement.

6. In the event EPA fails to fulfill the obliga tions described in Paragraph 1 of this Settlement Agreement, or in the event of a dispute between the Parties concerning the5 interpretation or performance of any aspect of this Settlement Agreement, the disputing party shall provide the other party with a written notice outlining the nature of the dispute or failure to perform and requesting informal negotiations. If the Parties cannot reach an agreed-upon resolution within ten (10) business days after re ceipt of the notice, then Zen-Noh’s sole and exclusive remedy shall be the right to move the Court to reinst ate Zen-Noh Grain Corporation v. Jackson , Case No. 10-4367 (E.D. La.), within 120 da ys after the Court enters an Order of Dismissal pursuant to Paragraph 4 of this Se ttlement Agreement and notwithstanding the dismissal with prejudice set forth in Paragraph 4 of this Settleme nt Agreement. No such motion shall be properly filed unless the disputing part y has followed the procedure set forth in this Paragraph and provided the other party with written notice receiv ed at least ten (10) business days before the motion is filed. EPA does not waive or limit any defens e relating to any such reinstated litigation. The Partie s agree that contempt of court is not an available remedy under this Settlement Agreement.

7. Nothing in the terms of this Settlement Agreement shall be construed to waive or limit any remedy or defense relating to the claims raised in Zen-Noh’s First Amended Complaint, nor does EPA concede that it has any lega l duty to take the actions called for in this Settlement Agreement.

8. Nothing in this Settlement Agreement shal l be construed to limit or modify the discretion accorded EPA by the CAA or by genera l principles of admini strative law, including discretion to alter, amend, or revise any responses or final actions contemplated by this Settlement Agreement. EPA’s obligation to perform the actions specified in Paragraph 1 of this6 Settlement Agreement by the time specified therein does not constitute a limitation or modification of EPA’s discretion within the meaning of this Paragraph.

9. Nothing is this Settlement Agreement shall be construed to confer upon the district court jurisdiction to review: (a) EPA’s order or or ders responding to the June 2010 Petition or the May 2011 Petition; or (b) any issues that are within the exclusive jurisdiction of the United States Courts of Appeals pursuant to CAA section 307(b)(1), 42 U.S.C. § 7607(b)(1). Nothing in the terms of this Settlement Agreemen t shall be construed to waive any remedies or defenses the Parties may have under CAA s ection 307(b)(1), 42 U.S.C. § 7607(b)(1).

10. Nothing in this Settlement Agreement sh all be construed as an admission of any issue of fact or law, nor to waive or limit a ny claim or defense, on any grounds, related to any final action EPA may take with respect to a permit for the pig iron manufacturing process or direct reduced iron manufacturing process operated in St. James Parish, Louisiana by Nucor.

11. EPA agrees that any Stipulation of Dismissal With Prejudice pursuant to Paragraph 4 of this Settlement Agreement will be without prejudice to Zen-Noh’s right to move for costs of litigation (including reasonable attorn eys’ fees). The parties agree that Zen-Noh shall have until 120 days after the Court enters an Order of Dismissal as provided in Paragraph 4 of this Settlement Agreement to file a motion for costs of litigation (inclu ding attorneys’ fees). During this time the Parties shall seek to reso lve informally any claim for costs of litigation (including attorneys’ fees). EPA reserves its right to object to th e award of any such costs, and nothing in this Paragraph shall be construed as an admission or concession by EPA that Zen-Noh is entitled to or eligible for recovery of any costs or attorneys’ fees.7 12. The obligations imposed upon EPA under this Settlement Agreement can only be undertaken using appropriated f unds. No provision of this Settlement Agreement shall be interpreted so as to constitute a commitment or requirement that EPA obligate or pay funds in contravention of the Anti-Deficie ncy Act, 31 U.S.C. § 1341, or take actions in contravention of the Administrative Procedure Act, 5 U.S.C. §§ 551-559, 701-706, the CAA, or any other law or regulation, either substantive or procedural.

13. This Settlement Agreement is the entire agreement between Zen-Noh and EPA in this case. All prior conversations, meetings, di scussions, drafts, and writings of any kind are specifically superseded by th is Settlement Agreement.

14. Any term set forth in this Settlement Agreement may be modified by written agreement by counsel for the Parties.

15. It is hereby expressly understood and agr eed that this Settlement Agreement was jointly drafted by Zen-Noh and EPA. Accordi ngly, the Parties hereby agree that any and all rules of construction to the effect that ambiguity is construed ag ainst the drafting party shall be inapplicable in any dispute concerning the terms, meaning, or interpreta tion of this Settlement Agreement.

16. Any notices required or provi ded for by this Settlement Agreement shall be made in writing (via electronic mail w ith a courtesy copy sent by U. S. mail, first class, postage prepaid, the same day ) a nd sent to the following: For Zen-Noh : Paul N. Vance James G. Burke, Jr. Baldwin Haspel Burke & Mayer LLC 1100 Poydras Street8 Suite 2200 New Orleans, LA 70163 Phone: (504) 569-2900 Fax: (504) 569-2099 Email: pvance@bhbmlaw.com jburke@bhbmlaw.com J. Michael Bowman Plews Shadley Racher & Braun LLP 1346 N. Delaware Street Indianapolis, IN 46202 Phone: (317) 637-0700 Fax: (317) 637-0711 Email: mbowman@psrb.com
For EPA : T. Monique Peoples United States Department of Justice Environment & Natural Resources Division Environmental Defense Section P.O. Box 23986 Washington, D.C. 20026-3986 Phone: (202) 514-9365 Fax: (202) 514-8865 Email: monique.peoples@usdoj.gov Melina Williams U.S. Environmental Protection Agency Office of General Counsel (2344A) 1200 Pennsylvania Avenue, N.W. Washington, D.C. 20460 Phone: (202) 564-3406 Fax: (202) 564-5603 Email: Williams.Melina@epamail.epa.gov

17. Each undersigned representative of the Parties to this Settlement Agreement certifies that he or she is fully authorized by the party to enter into and execute the terms and conditions of this Settlement Agreement. By signature below, all Pa rties consent to this Agreement.9 FOR EPA: Ignacia S. Moreno, Assistant Attorney General Environment & Natural Resources Division

_________________________ T. Monique Peoples Environmental Defense Section Environment & Natural Resources Division U.S. Department of Justice P.O. Box 23986 Washington, D.C. 20026-3986 (202) 514-9365 Date: ___________ FOR ZEN-NOH GRAIN CORP.:

__________________________ Paul N. Vance James G. Burke, Jr. Baldwin Haspel Burke & Mayer LLC 1100 Poydras Street Suite 2200 N ew Orleans, LA 70163 (504) 569-2900 J. Michael Bowman Plews Shadley Racher & Braun LLP 1346 N. Delaware Street Indianapolis, IN 46202 (317) 637-0700 Date: ___________

### EXHIBIT A

STIPULATION OF DISMISSALUNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA ZEN-NOH GRAIN CORPORATION, ) ) Plaintiff, ) ) v. ) Civ. Action No. 10-4367-SSV-SS ) LISA JACKSON, in her official capacity ) Section R as Administrator, United States ) Division 1 Environmental Protection Agency ) ) Defendant. )
STIPULATION OF DISMISSAL WITH PREJUDICE Plaintiff Zen-Noh Grai n Corporation and Defendant Lisa P. Jackson, in her official capacity as Administrator of the United States Environmental Protection Agency, hereby stipulate that the above-captioned matter is dismi ssed with prejudice pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii), contingent upon the district court ente ring an order, in the form attached hereto, dismissing the above-captioned matter with prejud ice, but expressly reta ining jurisdiction for 120 days from the date of the Court’s order to: (1) permit Zen-Noh Grain Corporation to file a motion for costs of litigation (including attorneys’ fees) as prescribed in the parties’ Settlement Agreement; and (2) permit Zen-Noh Grain Corporati on to file a motion to reinstate this lawsuit as prescribed in the parties’ Settlement Agreement.
Respectfully submitted,
Dated: ______________, 2011 Paul N. Vance James G. Burke, Jr. Baldwin Haspel Burke & Mayer LLC 1100 Poydras Street Suite 2200 New Orleans, LA 70163(504) 569-2900 J. Michael Bowman Plews Shadley Racher & Braun LLP 1346 N. Delaware Street Indianapolis, IN 46202 (317) 637-0700 Counsel for Plaintiff
Dated: ______________, 2011 Ignacia S. Moreno, Assistant Attorney General Environment & Natural Resources Division

_________________________ T. Monique Peoples Environmental Defense Section Environment & Natural Resources Division U.S. Department of Justice P.O. Box 23986 Washington, D.C. 20026-3986 (202) 514-9365 Counsel for Defendant

### EXHIBIT B

PROPOSED ORDER OF DISMISSALUNITED STATES DISTRICT COURT EASTERN DISTRICT OF LOUISIANA ZEN-NOH GRAIN CORPORATION, ) ) Plaintiff, ) ) v. ) Civ. Action No. 10-4367-SSV-SS ) LISA JACKSON, in her official capacity ) Section R as Administrator, United States ) Division 1 Environmental Protection Agency ) ) Defendant. )
ORDER OF DISMISSAL WITH PREJUDICE Plaintiff Zen-Noh Grai n Corporation (“Zen-Noh”) and Defe ndant Lisa P. Jackson, in her official capacity as Administrator of the Un ited States Environmental Protection Agency (“EPA”) (collectively, the “Parties”), having filed a Stipulation of Dismissal With Prejudice, and the Court being duly and fully advised in the pr emises and finding that this Action should be dismissed; IT IS HEREBY ORDERED that this Action is dismissed with prejud ice pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii), provided however that the Court shall retain jurisdiction for 120 days from the date of this Order to: (1) permit Zen-No h Grain Corporation to file a motion for costs of litigation (including attorneys’ fees) as prescribed in the parties’ Settlement Agreement; and (2) permit Zen-Noh Grain Corporation to file a motion to reinstate this lawsuit as prescribed in the parties’ Settlement Agreement. So ordered. New Orleans, Louisiana, this ________ day of ____________________, 2011.

HONORABLE SARAH S. VANCE UNITED STATES DISTRICT JUDGE