UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA
AMERICAN FUEL & PETROCHEMICAL MANUFACTURERS,
and
AMERICAN PETROLEUM INSTITUTE Plaintiffs,

V.
GINA MCCARTHY, in her official capacity as Administrator, U.S. Environmental Protection Agency,
and
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY,
Defendants. Civil Action No. l:15-cv-394 (Judge Christopher R. Cooper)

[PROPOSED] CONSENT DECREE WHEREAS, American Fuel & Petrochemical Manufacturers and American Petroleum Institute (collectively "Plaintiffs") initiated this action against Gina McCarthy, Administrator of the United States Environmental Protection Agency, and the United States Environmental Protection Agency (collectively "EPA" or the "Agency"), with a complaint filed March 18, 2015 ("Complaint"), alleging that EPA has violated a nondiscretionary duty under the Clean Air Act, 42 U.S.C. § 7545(o)(3)(B), to establish renewable fuel obligations applicable to the calendar years 2014 and 2015 and to approve or disapprove Plaintiffs' petition to waive in part for calendar year 2014 the renewable fuel volumes established by 42 U.S.C. § 7545(o)(2);WHEREAS, Plaintiffs filed their complaint pursuant to 42 U.S.C. § 7604(a)(2), which authorizes suits against EPA for failure to perform a nondiscretionary duty required by the Clean Air Act; WHEREAS, 42 U.S.C. § 7545(o)(3)(B) requires that EPA determine and publish in the Federal Register by November 30 of each calendar year the renewable fuel obligations for the following year; WHEREAS, to date, EPA has not taken final action with respect to renewable fuel obligations for 2014 and 2015; WHEREAS, Plaintiffs' complaint alleges that EPA's failure to publishfinal 2014and 2015 renewable fuel obligations has caused their membercompanies irreparable harm; WHEREAS, Plaintiffs' complaint seeks declaratory and injunctive relief, as well as attorney'sfees and othercostsoflitigation pursuant to 42 U.S.C. § 7604(d); WHEREAS, Plaintiffs and EPA (collectively, the "Parties") wish to effectuate a settlement resolving Plaintiffs' claims without further litigation, and theterms of thatsettlement

are set forth in this Consent Decree; WHEREAS, it is EPA's intention to take proposed and final action with respect to renewable fuel obligations for 2016 on orbefore the same dates required by this Consent Decree for the renewable fuel obligations for 2015; WHEREAS, Plaintiffs understand that the terms of this Consent Decree, ifapproved by the Court, will fully resolve the claims in Plaintiffs Complaint; WHEREAS,under the terms of this Consent Decree, the Parties acknowledge and agree thatPlaintiffs have notwaived any rightsto seekjudicial review of any final actionEPAtakes with respect torenewable fuel obligations, or tofile additional petitions pursuant to42U.S.C.§ 7545(o), and that EPA has notwaived any rights inresponse to any such claims forjudicial review or petitions; WHEREAS, the Parties agree that this ConsentDecreeshould not be construed as 

### representing any concession by Plaintiffs regarding EPA's statutory obligation under 42U.S.C. § 7545(o)(3)(B) to promulgate renewable fuel obligations for 2016 and beyond; WHEREAS, theParties agree thatthis Consent Decree represents a good-faith compromiseof disputed claims; and WHEREAS, the Court, byentering this Consent Decree, finds that theDecree is fair, 

### reasonable, inthe public interest, and consistent with the Clean Air Act, 42U.S.C. §§ 7401 et seq.\ NOW THEREFORE, before the taking oftestimony, without trial ordetermination of 

### any undecided issue offact orlaw, and upon the consent ofthe Parties, itis hereby ORDERED,
ADJUDGED and DECREED as follows: JURISDICTION, VENUE AND PARTIES 1. This Court has subject-matterjurisdiction over the claims setforth inthe above

### referenced complaint and to order the reliefcontained in this Consent Decree. Venue isproper in the United States District Court for the District of Columbia. 2. The Parties to this Consent Decree are Plaintiffs and EPA.
EPA OBLIGATIONS 

### 3. EPA shall sign byJune 1, 2015, and submit to the Office ofthe Federal Register as 

### expeditiously as reasonably possible and in any event no later than ten (10) business days after such signature for publication in the Federal Register, anotice ofproposed rulemaking to determine in accordance with 42 U.S.C. § 7545(o)(3)(B) the renewable fuel obligations forcalendar year 2015. Following its submission, EPA shall not take any action to delay or otherwise interfere with immediate publication of the notice in the Federal Register. 4. EPA shall sign by November 30,2015, and submit to the Officeof the Federal Register as expeditiously as reasonably possible and in any event no later than ten (10) business 

### days after such signature for publication in the Federal Register, a final rule orrules determining in accordance with42 U.S.C. § 7545(o)(3)(B) the renewable fuel obligations for calendar years 2014 and 2015. Following its submission, EPA shall not take any action todelay orotherwise interfere with immediate publication ofthe final rule orrules inthe Federal Register. 5. No laterthan November 30,2015, EPAshall approve or disapprove in accordance 

### with 42 U.S.C. § 7545(o)(7) the waiver petition submitted to EPA by Plaintiffs on August 13,

2013. MODIFICATION OF THIS CONSENT DECREEAND DISPUTERESOLUTION 

### 6. Any provision ofthis Consent Decree may be modified by written agreement of all Parties, which must be approved by the Court. 

### 7. The Parties may extend adeadline established in Paragraphs 3,4, or 5 above by 

### written stipulation executed by counsel for all Parties and filed with the Court on orbefore the date ofthat deadline; such extension shall take effect immediately upon filing the stipulation. In 

### addition, EPA reserves the right to file with the Court amotion seeking to modify any deadline
or other obligation imposed on EPA by Paragraphs 3,4 or 5 above. EPA shall give both Plaintiffs atleast five (5) business days' written notice before filing such amotion with respect to 

### any deadline or other obligation imposed by Paragraph 3, and at least ten (10) business days written notice before filing such amotion with respect to any deadline or obligation imposed byParagraph 4 or 5. Each Plaintiffreserves its right to oppose anysuchmotion on any applicable grounds. 8. In theevent of a dispute among the Parties concerning theinterpretation or implementation of,orcompliance with, any provision ofthis Consent Decree, thedisputing Party shall give the other Parties awritten notice explaining the nature ofthe dispute and requesting 

### informal negotiations. Ifthe Parties cannot ingood faith reach an agreed upon resolution within five (5) business days after receipt ofthe notice, any Party may move the Court toresolve the dispute. CONTINUING JURISDICTION AND TERMINATION 

### 9. The Court shall retainjurisdiction to determine and effectuate compliance with this Consent Decree. When EPA's obligations under Paragraphs 3, 4, and 5 above have been 

### completed, the above captioned matter shall be dismissed with prejudice and this Consent Decree shall terminate. The Parties shall file the appropriate notice ormotion with the Court sothat the 

### Clerk may close the file, except that ifthere is adispute regarding whether EPA has completed its obligations, the Parties shall follow the procedures set forth inParagraph 8 above.
SAVING PROVISIONS 

### 10. The obligations imposed onEPA under this Consent Decree may only be 

### undertaken using appropriated funds. No provision ofthis Consent Decree shall be interpreted
as orconstitute a commitment orrequirement that EPA obligate orpay funds incontravention of 

### the Anti-Deficiency Act, 31 U.S.C. § 1341, orany other applicable federal statute. Ifalapse in 

### appropriations occurs within ninety (90) days prior to any deadline in this Consent Decree, such deadline shall beextended automatically one day for each day ofthe lapse in appropriations.Nothing inthis Paragraph 10shall preclude EPA from seeking an additional extension, either by stipulation orcourt order, pursuant to the procedures ofParagraphs 6 through 8 above. 

### 11. Nothing inthis Consent Decree shall be construed as an admission by any Party with respect to any issue offact orlaw, ortowaive orlimit any claim ordefense onany grounds except as expressly provided in this Consent Decree. 

### 12. Nothing inthis Consent Decree shall beconstrued to limit, expand, orotherwise 

### modify the discretion accorded to EPA by the Clean Air Act orby general principles of administrative law, except the deadlines specified therein. EPA's obligation toperform the actions described inParagraphs 3,4, and 5 above bythe times specified therein does not 

### constitute alimitation, expansion orother modification ofEPA's discretion within the meaning of this Paragraph 12. 

### 13. Nothing inthis Consent Decree shall be construed to confer upon this 

### Courtjurisdiction to review any issues that are within the exclusivejurisdiction ofthe United States Court ofAppeals pursuant to 42 U.S.C. § 7607(b)(1), including but not limited tojudicial review ofthe final rules issued byEPA pursuant to Paragraph 4 above. Nothing inthis Consent Decree shall beconstrued towaive any remedies ordefenses the Parties may have under 42 U.S.C. § 7607(b)(1) with respect to suchfinal action. 

### 14. Nothing inthis Consent Decree shall be construed as an agreement, admission, or acknowledgement by Plaintiffs that EPA has discretion to disregard the statutory deadlines set forth in 42 U.S.C. § 7545(o).NOTICE AND COMMENT UNDER 42 U.S.C. § 7413(g) 15. The Parties agree and acknowledge that before this Consent Decree may be finalized and entered by the Court, EPA must provide notice of the Consent Decree in the Federal Register and an opportunity for comment pursuant to 42 U.S.C. § 7413(g). EPAshall expeditiously prepare suchnotice and, within five (5) business days oflodging this Consent Decree with the Court, submit it to the Office of Federal Register for publication. After the Consent Decree has undergone the statutorily-required notice andcomment opportunity, the Administrator of EPA and/ortheAttorney General, as appropriate, shall promptly consider any suchwritten comments in determining whether to withdraw orwithhold consent to thisConsent Decree in accordance with 42 U.S.C. § 7413(g). If the Administrator and/or the Attorney General do not elect to withdrawand withhold their consent, EPA shall promptlyfile a motion that requests the Court to enter this Consent Decree. 

### 16. No Party shall challenge any term ofthis Consent Decree orthis Court'sjurisdiction to enterandenforce the Consent Decree. Thisparagraph shall notbe construed to limitor 

### modify the discretion ofthe Administrator and/or the Attorney General pursuant to 42 U.S.C. § 7413(g). COSTS OF LITIGATION 17. Each Party shall bear its own costs of litigation.
NOTICE TO PARTIES 

### 18. Any notice required by orgiven inconnection with this Consent Decree shall be made inwriting, viafacsimile, electronic mail orovernight delivery, and shall besent tothe following:For American Fuel & Petrochemical Manufacturers:
RICHARD S. MOSKOWITZ American Fuel & Petrochemical Manufacturers 1667 K Street, NW Washington, DC 20006 Phone: 202-552-8474 Email: rmoskowitz@afpm.org
CHET M. THOMPSON Crowell & Moring LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 Phone: 202-624-2500 Email: cthompson@crowell.com
For American Petroleum Institute: ROBERT A. LONG, JR. Covington & Burling LLP One CityCenter 850 Tenth Street NW Washington, D.C. 20001 Phone: 202-662-6000 Fax: 202-778-5612 Email: rlong@cov.com
For EPA: BRL\N H. LYNK United States Department of Justice Environmental Defense Section 601 D Street, NW, Suite 8000 Washington, DC 20004 Phone: 202-514-6187 Fax: 202-514-8865 Email: brian.lynk@usdoj.gov For U.S. Postal Service Overnight Mail Only: P.O. Box 7611 Washington, DC 20044EFFECT OF SIGNATURE 19.This Consent Decree may be signed in any number ofseparate counterparts. Once all Parties have signed, each separate counterpart shall be deemed to constitute an agreement among all Parties, subject to Paragraph 20. 20.This Consent Decree shallbecome effective upon entry by the Court following 

### completion ofthe process described in Paragraph 15 above. Ifthe Administrator and/or the Attorney General elects to withdraw orwithhold consent atthe conclusion ofthat process, then 

### EPA will promptly notify Plaintiffs, this Consent Decree shall not take effect and the Parties reserve any and all rights. 

### 21. The undersigned representatives ofeach Party hereby certify that they are fully 

### authorized by the Party orParties they represent to bind that Party to the terms ofthis Decree.

SO ORDERED onthis day of ^ 2015.

Christopher R. Cooper United States District JudgeFOR EPA
JOHN C. CRUDEN Assistant Attorney General Environment and Natural Resources Division By: DATED: BRIAN H. LYNK Trial Attorney U.S. Department ofJustice Environmental Defense Section P.O. Box 7611 Washington, DC 20044 (202)514-6187

FOR AMERICAN FUEL & PETROCHEMICAL MANUFACTURERS

CHET M. THOMPSON ' ' Crowell & Moring LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 Phone; 202-624-2500 Email: cthompson@crowell.com

FOR AMERICAN PETROLEUM INSTITUTE

10 ^ DATED: ROBERT A. LOl' ^ " Covington & Burling LLP One CityCenter 850 Tenth Street NW Washington, D.C. 20001 Phone: 202-662-6000 Fax: 202-778-5612