Jack Oman 4 Centerpointe Drive Project Manager LaPalma, CA. 90623-1066 (714) 228-6774 office (714) 670-5195 fax jack.oman@bp.com

March 21, 2011

V IA E MAIL AND U.S. M AIL

Erna Waterman, RPM US EPA, Region 8 (8ERP-SR) 1595 Wynkoop Street Denver, CO 80202-1129

Re: International Smelting and Refining Site Administrative Order for Operations and Maintenance of a Remedial Action
EPA Docket No. CERCLA 08-2011-0004

Dear Ms. Waterman:

I write to provide Atlantic Rich field Company’s (“AR”) written Notice of Intent to Comply with the above-referenced Administrative Order (the “O rder”). This letter al so sets forth AR’s comments on the provisions of the Order. AR submits these comments to become part of the
administrative record for the International Sme lting and Refining Site (the “Site”). Given the short timeframe in which AR has been required to prepare this letter and its comments, AR expressly reserves its rights to submit additional comments at a later date. AR intends to comply fully with the lawful requirements of the Order, to work closely with EPA to implement the work required by the Order (“Work”) in a timely manner, and to sustain its good working relationship
with EPA.

S PECIFIC C OMMENTS ON THE O RDER

1. Jurisdiction, Findings of Fact, Conclusions of Law and Determinations

AR does not admit and reserves its right to contest EPA’s statements regarding jurisdiction, findings of f act, conclusions of law and determinati ons set forth in Sections I, II and III of the Order. This includes, without limitati on, any findings, conclusions and determinations pertaining to an “imminent and substantial enda ngerment” or threat to public health or the environment from alleged releases of lead, arseni c or other materials, or pertaining to “hazardous substances.” This Notice of Intent to Comply shall not under any circumstances constitute an
admission of the terms or conditions of the Order or of any liability associ ated with the Site, and AR expressly reserves its right to contest the same.Erna Waterman, RPM March 21, 2011 Page 2

2. The Order Should Not Be Binding Upon Director s, Officers, Employees and Agents of the Respondent

EPA has not made any determinations, findings or conclusions that would provide a basis for binding individuals such as dire ctors, officers, employees and agents, as provided in Section VIII, paragraph 23 of the Order. No factual ba sis exists for binding such individuals in this instance. EPA attempts in the Order to disreg ard the corporate entity and bind individuals under the Order without regard to tr aditional notions of corporate law limiting individual liability. Moreover, there is no evidence that the individua ls EPA attempts to bind under the Order have exercised or will exercise the requisite degree of control necessary to impose liability as
described in those CERCLA cases where the courts have disregarded the corporate form in order to impose individual liability.

3. Institutional Controls

Based upon the March 17, 2011 telephone conversat ion between AR’s outside counsel Rich Curley and EPA’s counsel Lorraine Ross, AR un derstands that EPA agrees that AR need not record the Order in the Tooele County public re cords for real property within the Site (as required by Paragraph 25 of the Order) given that AR has already recorded in the public records the Environmental Covenant approved by EP A and UDEQ. Please let me know if AR’s understanding is incorrect in any material respect.

4. Notification of Pers onnel and contractors

Section IX, paragraphs 28 and 29 and Section XVII, paragraph 52 re quire notification to EPA of AR’s project manager and contractors and prov ide that EPA may disapprove such personnel. EPA has no authority under CERCLA to require no tification or to approv e or disapprove of project managers or contractor s selected by AR. Notwithstandi ng this lack of authority, AR agrees to notify EPA of the pers onnel it intends to use to carry out the Work under the Order.
AR confirms that Jack Oman will remain its project coordinator and Anderson Engineering will remain its primary contractor for implementing the Work.

5. Additional Response Actions

Section XI, paragraphs 34 and 35 of the Order require unspecified additional response actions at the Site. AR reserves its right to object to any such additional re sponse actions at such time, if ever, that EPA directs AR to perform them.

6. Site Access – Written Right of Access

Section XVIII, paragraph 53 requires AR to obtain, or use its best efforts to obtain, access to property owned by third parties that is necessary for implementation of Work under the Order. Access agreements, which must be obtained within 30 days after the Effective Date of the Order, are required to provide access for EPA, AR and their respective representatives.Erna Waterman, RPM March 21, 2011 Page 3

As an initial matter, EPA does not have statut ory authority to order AR to obtain access to property controlled by third part ies. Additionally, the Order do es not acknowledge that AR already has obtained access to perform the Work.

7. AR’s Right to Attorney-Client Privilege and Work Product Protection

Section XIX, paragraph 54 of the Order requires AR to allow EPA to inspect all documents and other writings relating to the Work. The Order fa ils to recognize that in addition to the business confidentiality EPA acknowledges, AR has a righ t to the attorney-client privilege and work product protection of a portion of its documents re lating to the Site and th e Work. If EPA ever seeks to review any of AR’s r ecords relating to the Site, AR w ill insist upon observance of those rights by EPA. AR hereby confirms as required by Paragraph 60 of the Order that it continues to retain all documents relating to its alle ged liability with respect to the Site.

8. Reimbursement of Response Costs

Section XXII, paragraph 63 of the Order purpor ts to require AR to reimburse EPA for unspecified amounts of response costs incurred by EPA for overseeing AR’s implementation of the Work required under the Order. This provisi on of the Order clearly exceeds EPA’s authority under CERCLA. AR remains willing to enter into negotiations with EPA of an administrative order on consent (“AOC”) to provide for paymen t of both EPA’s currently unreimbursed past costs and EPA’s future oversight costs. Such an AOC is one of the lawful mechanisms for AR’s payment of such costs. Based upon Rich Curl ey’s March 17, 2011 teleph one conversation with Lorraine Ross, AR understands that EPA is amenab le to that approach and will soon provide a
draft AOC to AR.

9. Enforcement

AR notes that the penalty provisions for failure to comply with the Orde r set forth in Section XXIV, paragraph 70 do not apply if sufficient cause exists for failure or refusal to comply. See

, Sections 106(b)(1) a nd 107(c)(3) of CERCLA.Erna Waterman, RPM March 21, 2011 Page 4

CONCLUSION

AR appreciates EPA’s consideration of these co mments. Please include these comments in the administrative record for the Site. If you have any questions or concer ns about these comments please feel free to contact me or AR’s outside couns el, Rich Curley.

Sincerely,

Jack Oman Project Manager

cc: Lorraine Ross (via email and US mail) Ron Halsey (via email) Marc Ferries (via email) Roy Thun (via email) Nathan Block (via email) Rich Curley (via email)