1 SETTLEMENT AGREEMENT
WHEREAS, on April 17, 2012, the United States Environmental Protection Agency (“EPA” or “Agency”) published the “National Emission Standards for Hazardous Air Pollutants for Polyvinyl Chloride and Copolymers Production,” 77 Fed. Reg. 22,848 (Apr. 17, 2012) (“PVC NESHAP” or “2012 Rule”); WHEREAS, Oxy Vinyls, LP; The Vinyl Institute, Inc. (“Vinyl Institute”); PolyOne Corp. (now, Mexichem Specialty Resins, Inc.); Saint-Gobain Corp. and CertainTeed Corp. (collectively “Petitioners”) filed petitions for review of the 2012 Rule in the United States Court of Appeals for the District of Columbia Circuit (Case No. 12-1260, and Consolidated Case Nos. 12-1265, 12-1266, and 12-1267) between June 14, 2012 and June 18, 2012; WHEREAS, on June 18, 2012, Petitioner Vinyl Institute and others petitioned for reconsideration and to stay the 2012 Rule pending reconsideration with EPA; WHEREAS, on September 28, 2012, EPA granted administrative reconsideration of the 2012 Rule on at least Petitioners’ claims that the public was not afforded a reasonable opportunity to comment on emission limits in the final 2012 Rule for process wastewater;2

WHEREAS, EPA intends to undertake a rulemaking (commencing no laterthan January 21, 2015) to withdraw the existing and new area source total nonvinyl chloride organic hazardous air pollutant (“TOHAP”) process wastewater emission limits in the 2012 Rule that may resolve concerns raised by Petitioners in the above-noted petitions for review on this issue; WHEREAS, after the conclusion of briefing in this case, on November 18, 2014, EPA and Petitioners submitted a Joint Motion requesting that the Court sever Petitioners’ challenge to the existing and new area source TOHAP process wastewater emission limits, place the issue in abeyance pending ongoing settlement discussions, and remove the issue from the November 19, 2014 oral argument in this matter; and WHEREAS, Petitioners and EPA (collectively, the “Parties”) wish to implement this Settlement Agreement (this “Agreement”). NOW, THEREFORE, the Parties, intending to be bound by this Agreement, hereby stipulate and agree as follows:
1. Promptly after execution of this Agreement, the Parties will notify the Court in Case No. 12-1260 and consolidated cases that they have reached a settlement, subject to the required notice provisions described in paragraph 8 below. EPA must file a status report with the Court by February 2, 2015 and every 30 days thereafter.3

2. By January 21, 2015, the Administrator of EPA will sign a direct final rule and parallel proposal withdrawing the TOHAP process wastewater emission limits for new and existing area sources. EPA will transmit the direct final rule and parallel proposed rule to the Office of the Federal Register as expeditiously as possible thereafter for publication.
3. To the extent that EPA establishes new TOHAP process wastewater emission limits for existing and new area sources, those emission limits will be set pursuant to the reconsideration process or other separate rulemaking, and not through the direct final rule (described in paragraph 2) or a final rule (described in paragraph 4). Petitioners reserve any rights they may have to challenge in any court or administrative proceeding any portion of EPA’s final action following any such rulemaking.
4. If EPA receives adverse comments on and withdraws the direct final rule, EPA will make its best efforts to sign a notice taking final action on the parallel proposal within 15 days of the close of the comment period. EPA will transmit the signed notice to the Office of the Federal Register as expeditiously as possible thereafter for publication. 5. Oxy Vinyls, LP will move to dismiss its petition for review, and the remaining Petitioners will move to dismiss the issue of the existing and new area source TOHAP process wastewater emission limits from their petitions for review4

in the above-captioned cases within 7 days following the effective date of the direct final rule (as described in paragraph 2) or a final rule (as described in paragraph 4) withdrawing the existing and new area source TOHAP process wastewater limits. Such motion shall be filed pursuant to Rule 42 of the Federal Rules of Appellate Procedure, with each party to bear its own costs and attorneys’ fees.
6. If the Administrator of EPA does not sign the direct final rule and parallel proposal withdrawing the TOHAP process wastewater emission limits for new and existing area sources by January 21, 2015, or, if EPA receives adverse comments on and withdraws the direct final rule and does not sign the notice of final action as described in paragraph 4, Petitioners may request that the Court take the issue out of abeyance and adjudicate the area source TOHAP process wastewater emission limits in the 2012 Rule. EPA will not oppose the request to take the issue out of abeyance, but EPA reserves its right to oppose Petitioners’ claims on the area source TOHAP process wastewater emission limits. Alternately, Petitioners may request that the Court stay the TOHAP process wastewater limits for new and existing area sources in the 2012 Rule before the compliance date of April 17, 2015. EPA will not oppose Petitioners’ request for a judicial stay. The right to make such requests constitutes Petitioners’ sole judicial remedy under this Agreement and any provision of law.5

7. Nothing in this Agreement shall preclude Petitioners from requesting an administrative stay from EPA under 42 U.S.C. § 7607 in the event that the area source TOHAP process wastewater emission limits are not withdrawn for any reason before the April 17, 2015 compliance date.
8. The Parties agree and acknowledge that before this Agreement is final, EPA must provide notice in the Federal Register and an opportunity for comment pursuant to Clean Air Act section 113(g), 42 U.S.C. § 7413(g). EPA shall submit notice of this Agreement to the Federal Register for publication as expeditiously as possible. After this Agreement has undergone an opportunity for notice and comment, the Administrator and/or the Attorney General, as appropriate, shall promptly consider any such written comments in determining whether to withdraw or withhold their consent to the Agreement in accordance with section 113(g) of the Clean Air Act. This Agreement shall become final on the date that EPA provides written notice of such finality to Petitioners.
9. Nothing in this Agreement shall be construed to limit or modify the discretion accorded EPA by the Clean Air Act or by general principles of administrative law. Nothing in this Agreement shall be construed to limit EPA’s authority to alter, amend, or revise any final rule EPA may issue or to promulgate superseding regulations, or to limit Petitioners’ ability to seek administrative or6

judicial review of any such alteration, amendment, revision, or superseding regulation.
10. Any obligations of EPA to obligate or expend funds under this Agreement are subject to the availability of appropriations in accordance with the Anti-Deficiency Act, 31 U.S.C. § 1341. This Agreement shall not be construed torequire the United States to obligate or pay funds in contravention of the AntiDeficiency Act, 31 U.S.C. § 1341.
11. The Parties recognize that the possibility exists that circumstances outside the reasonable control of EPA could delay compliance with the commitments contained in this Agreement. Such situations include, but are not limited to, a government shut-down such as occurred in 1995, 1996, and 2013, or catastrophic environmental events requiring immediate and/or time-consuming response by EPA. Should a delay occur due to such circumstances, any resulting failure to meet the commitments set forth herein shall not constitute a failure to comply with the terms of this Agreement, and the Parties will meet and confer about the extension of any deadlines occurring within one hundred twenty (120) days of the termination of the delay. Such dates shall be extended no less than one day for each day of the delay. EPA will provide Petitioners with notice as soon as is reasonably possible under the circumstances in the event that EPA invokes this7

term of this Agreement and will provide Petitioners with an explanation of EPA’s basis for invoking this term.
12. If EPA invokes the provisions of paragraph 11, notwithstanding the fact that any delay in performance due to circumstances beyond EPA’s reasonable control shall not constitute a failure to comply with this Agreement, Petitioners may seek judicial or administrative relief from the April 17, 2015 compliance deadline consistent with paragraphs 6 and 7. In order to effectuate this Agreement, EPA agrees to consider providing administrative relief to the extent reasonably possible in light of the circumstances leading to EPA’s invocation of paragraph 11.
13. Except as provided in this Agreement, none of the parties hereto waives or relinquishes any legal rights, claims, or defenses it may have.
14. The undersigned representatives of each party certify that they are fully authorized by the party or parties that they represent to bind those respective parties to the terms of this Agreement.

___________________________ David M. Friedland Beveridge & Diamond, P.C. 1350 I Street, N.W., Suite 700 Washington, DC 20005 Tel: 202-789-6000 SAM HIRSCH Acting Assistant Attorney General

___________________________ Angeline Purdy Environmental Defense Section Environment & Natural Resources Division United States Department of Justice8

dfriedland@bdlaw.com Counsel for Petitioner Oxy Vinyls, LP Dated: December 4, 2014 Environmental Defense Section P.O. Box 7611 Washington, DC 20044 Tel: 202-514-0996 angeline.purdy@usdoj.gov Counsel for United States Environmental Protection Agency Dated: _____________
/s/ Jean-Cyril Walker Jean-Cyril Walker Keller and Heckman LLP 1001 G Street, N.W., Suite 500 West Washington, DC 20001 Tel: 202-434-4100 walker@khlaw.com behr@khlaw.com Counsel for Petitioner Vinyl Institute, Inc. Dated: December 4, 2014 /s/ J. Tom Boer
J. Tom Boer Barg Coffin Lewis & Trapp LLP 350 California Street, 22ndFloor San Francisco, CA 94104 Tel: 415-228-5400 jtb@bcltlaw.com
Counsel for Petitioner Mexichem Specialty Resins, Inc. Dated: December 4, 2014

/s/ Marc. D. Machlin___ Marc D. Machlin Pepper Hamilton LLP 600 Fourteenth Street, N.W. Washington, DC 20005 Tel: 202-220-1439 machlinm@pepperlaw.com Counsel for Petitioner Saint-Gobain Corporation and CertainTeed Corporation9

Dated: December 4, 2014