CIVIL ACTION NO. 05-02866

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

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UNITED STATES OF AMERICA

Plaintiff

And

STATE OF PENNSYLVANIA

CITY OF PHILADELPHIA

STATE OF OKLAHOMA

STATE OF OHIO

Plaintiff/Intervenors,

v.

SUNOCO, INC.

Defendant

FIRST AMENDMENT TO CONSENT DECREE

WHEREAS, the United States of America (hereinafter "the United States"); the

Commonwealth of Pennsylvania, the City of Philadelphia, the State of Oklahoma, and the State

of Ohio; and Sunoco, Inc. (hereinafter, "Sunoco") are parties to a Consent Decree entered by this

Court on March 21,2006 (hereinafter "the Consent Decree"): and

WHEREAS, Sunoco has agreed to sell and Holly Refining & Marketing - Tulsa LLC

(hereinafter "Holly") has agreed to buy one of the refineries covered by that Consent Decree, towit: the Refinery located at Tulsa, Oklahoma (hereinafter ..the Tulsa Refinery");

WHEREAS, the State of Oklahoma is the "Appropriate PlaintifflIntervenor" for the Tulsa

Refinery as that tenn is used in Paragraph 243 of the Consent Decree;

WHEREAS, Holly has contractually agreed to assume the obligations of, and to be bound

by the terms and conditions of, the Consent Decree as such obligations, terms, and conditions

relate to the Tulsa Refinery; and

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STATES OF AMERICA

Plaintiff

And

STATE OF PENNSYLVANIA

CITY OF PHILADELPHIA

STATE OF OKLAHOMA

STATE OF OHIO

Plaintiff/Intervenors,

v.

SUNOCO, INC.

Defendant

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CIVIL ACTION NO. 05-02866

FIRST AMENDMENT TO CONSENT DECREE

WHEREAS, the United States of America (hereinafter "the United States"); the

Commonwealth of Pennsylvania, the City of Philadelphia, the State of Oklahoma, and the State

of Ohio; and Sunoco, Inc. (hereinafter, "Sunoco") are pai1ies to a Consent Decree entered by this

Court on March 21, 2006 (hereinafter "the Consent Decree"): and

WHEREAS, Sunoco has agreed to sell and Hol1y Refining & Marketing - Tulsa LLC

(hereinafter "Holly") has agreed to buy one of the refineries covered by that Consent Decree, towit: the Refinery located at Tulsa, Oklahoma (hereinafter ..the Tulsa Refinery");

WHEREAS, the State of Oklahoma is the "Appropriate Plaintifflntervenor" for the Tulsa

Retìnery as that tenn is used in Paragraph 243 of the Consent Decree;

WHEREAS, Holly has contractual1y agreed to assume the obligations of, and to be bound

by the te111S and conditions of, the Consent Decree as such obligations, terms, and conditions

relate to the Tulsa Refinery; and
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WHEREAS, the United States and the State of Oklahoma agree, based on Holly's

representations, that Holly has the financial and technical ability to assume the obligations and

liabilities of the Consent Decree as they relate to the Tulsa Refinery; and

WHEREAS, the United States, the State of Oklahoma, Sunoco, and Holly desire to

amend the Consent Decree to transfer to Holly the obligations, liabilities, rights, and releases of

the Consent Decree as it pertains to the Tulsa Refinery and to release Sunoco from its obligations

and liabilities under the Consent Decree insofar as they relate to the Tulsa Refinery as of the

closing date for the sale of the Tulsa Refinery to Holly, June 1,2009 ("the Closing Date");

WHEREAS, Paragraph 243 of the Consent Decree requires that this amendment be

approved by the Court before it is effective;

WHEREAS, for the convenience of the Court, attached to this Amendment is a copy of

the Consent Decree showing the proposed revisions listed below;

NOW THEREFORE, the United States, the State of Oklahoma, Sunoco, and Holly

hereby agree that, upon approval of this amendment (the "First Amendment") by the Court, the

Consent Decree shall thereby be amended as follows:

1. Except as provided in Paragraph 2 of this amendment, effective on the Closing

Date, Holly hereby assumes, and Sunoco is hereby released from, all obligations and liabilities

imposed by the Consent Decree on the Tulsa Refinery, and the terms and conditions of the

Consent Decree as they relate to the Tulsa Refinery shall hereby exclusively apply to, be binding

upon, and be enforceable against Holly to the same extent as if Holly were specifically identified

and/or named in those provisions of the Consent Decree.

2. Holly shall not be responsible for any portion of the Civil Penalty provided for in

Section X of the Consent Decree, which Civil Penalty the United States and the State of

WHEREAS, the United States and the State of Oklahoma agree, based on Holly's

representations, that Holly has the financial and technical ability to assume the obligations and

liabilities of the Consent Decree as they relate to the Tulsa Refinery; and

WHEREAS, the United States, the State of Oklahoma, Sunoco, and Holly desire to

amend the Consent Decree to transfer to Holly the obligations, liabilities, rights, and releases of

the Consent Decree as it pertains to the Tulsa Refinery and to release Sunoco from its obligations

and liabilities under the Consent Decree insofar as they relate to the Tulsa Refinery as of the

closing date for the sale of the Tulsa Refinery to Holly, June 1,2009 ("the Closing Date");

WHEREAS, Paragraph 243 of the Consent Decree requires that this amendment be

approved by the Court before it is effective;

WHEREAS, for the convenience of the Court, attached to this Amendment is a copy of

the Consent Decree showing the proposed revisions listed below;

NOW THEREFORE, the United States, the State of Oklahoma, Sunoco, and Holly

hereby agree that, upon approval of this amendment (the "First Amendment") by the Court, the

Consent Decree shall thereby be amended as follows:

1. Except as provided in Paragraph 2 of this amendment, effective on the Closing

Date, Holly hereby assumes, and Sunoco is hereby released from, all obligations and liabilities

imposed by the Consent Decree on the Tulsa Refinery, and the tenns and conditions of the

Consent Decree as they relate to the Tulsa Refinery shall hereby exclusively apply to, be binding

upon, and be enforceable against Hol1y to the same extent as if Holly were speciíìcal1y identified

and/or named in those provisions of the Consent Decree.

2. Holly shall not be responsible for any portion of the Civil Penalty provided for in

Section X of the Consent Decree, which Civil Penalty the United States and the State of

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a. All references to "Sunoco" in the Consent Decree in the introductory

Oklahoma acknowledge has been paid in full. In addition, the parties acknowledge that Holly's

obligations with respect to the Tulsa Refinery did not commence before the Closing Date, such

that Holly shall have no liability for obligations relating to the Tulsa Refinery or for any

violations or those portions of any continuing violations occurring at the Tulsa Refinery before

the Closing Date. Sunoco and Holly shall notify the United States and the State of Oklahoma of

the Closing Date tor the sale of the Tulsa Refinery.

3. Except in Paragraphs 45 and 80.d, all references to "Sunoco Refinery(ies)" shall

be revised to refer to "Refineries." The definition of "Sunoco Refinery(ies) (or "Refinery(ies))"

in Paragraph 1O.SS shall be revised to read as follows:

SS. "Refinery(ies)" shall mean the following four petroleum refineries (or one

or more ofthe following four refineries): the refineries located in Marcus Hook,

Pennsylvania/Claymont, Delaware; Philadelphia, Pennsylvania; and Toledo, Ohio

owned by Sunoco (collectively, the "Sunoco Refineries"); and the refinery located

in Tulsa, Oklahoma owned, as of the Closing Date, by Holly Refining &

Marketing - Tulsa LLC ("Holly").

4. Except as provided in Paragraphs 5 through 24 of this First Amendment

(amending Paragraphs 27, 31, 65.a, 66, 70-71, 73, 75.b.i, 75.d.ii, 75.g, 77, 78, 80.d, 87, 88, 97,

114, 194,221, and 222 of the Consent Decree):

Paragraphs at V.A, V.B, V.C, V.D, Paragraphs 10.VV, 11-25,29,36, 37.b, 37.c, 38, 40-

47,51-63,65.b, 67-68,74.a, 75.a.i, 75.a.ii, 80.a, 92.a, 92.b, 93, 98-99,103-113,115-

121,129,131,152,189,218-220,226-27, and 229 shall remain unchanged;

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Oklahoma acknowledge has been paid in fulL. In addition, the parties acknowledge that Holly's

obligations with respect to the Tulsa Refinery did not commence before the Closing Date, such

that Holly shall have no liability for obligations relating to the Tulsa Refinery or for any

violations or those portions of any continuing violations occurrng at the Tulsa Refinery before

the Closing Date. Sunoco and Holly shall notify the United States and the State of Oklahoma of

the Closing Date tor the sale of the Tulsa Retinery.

3. Except in Paragraphs 45 and 80.d, all references to "Sunoco Refinery(ies)" shall

be revised to refer to "Refineries." The definition of "Sunoco Refinery(ies) (or "Refinery(ies))"

in Paragraph 1O.SS shall be revised to read as follows:

SS. "Refinery(ies)" shall mean the fol1owing four petroleum refineries (or one

or more ofthe following four refineries): the refineries located in Marcus Hook,

Pemisylvania/Claymont, Delaware; Philadelphia, Peiuisylvania; and Toledo, Ohio

owned by Sünoco (collectively, the "Sünoco Refineries"); and the refinery located

in Tulsa, Oklahoma owned, as of the Closing Date, by Holly Refining &

Marketing - Tulsa LLC ("Holly").

4. Except as provided in Paragraphs 5 through 24 of this First Amendment

(amending Paragraphs 27, 31, 65.a, 66, 70-71, 73, 75.b.i, 75.d.ii, 75.g, 77, 78, 80.d, 87, 88, 97,

114, 194,221, and 222 of the Consent Decree):

a. All references to "Sunoco" in the Consent Decree in the introductory

Paragraphs at V.A, V.B, V.C, V.D, Paragraphs 10.VV, 11-25,29,36, 37.b, 37.c, 38, 40-

47, 51-63, 65.b, 67-68, 74.a, 75.a.i, 75.a.ii, 80.a, 92.a, 92.b, 93, 98-99, 103-113, 1 l5-

121,129,131,152,189,218-220,226-27, and 229 shall remain unchanged;

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b. All references to "Sunoco" in Paragraphs 39, 73.b, 75.b.ii, 75.d.i, and

77.b.ii, shall be revised to refer to "Holly"; and

c. All other references to "Sunoco" in the Consent Decree shall be revised to

refer to "Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery)."

5. Paragraph 27 is revised to read as follows:

27. NO~ Emission Reductions from Heaters and Boilers.

a. NOx Emission Reductions from Sunoco Refinery Heaters and Boilers. On

or before eight (8) years from Date of Entry, Sunoco shall use Qualifying Controls to

reduce NOx emissions from the heaters and boilers greater than 40 mmBTU per hour by

at least 2,011.8 tons per year, so as to satisfy the following inequality:

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I. [Eactual)i - (Eallnwable)i] > 2.011.8 tons of NO x per year

i=1

Where:

[(The permitted allowable pounds of NOx per million BTU

for heater or boiler i, or the requested portion of the

permitted reduction pursuant to Paragraph 100)/(2000

pounds per ton)] x [(the lower of permitted or maximum

heat input rate capacity in million BTU per hour for heater

or boiler i) x (the lower of 8760 or permitted hours per

year)];

The tons of NOx per year prior actual emissions during

calendar years 2001 and 2002 (unless prior actuals exceed

b. All references to "Sunoco" in Paragraphs 39, 73.b, 75.b.ii, 75.d.i, and

77.b.ii, shall be revised to refer to "Holly"; and

c. All other references to "Sunoco" in the Consent Decree shall be revised to

refer to "Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery)."

5. Paragraph 27 is revised to read as follows:

27. NO~ Emission Reductions from Heaters and Boilers.

a. NOx Emission Reductions from Sunoco Refinery Heaters and Boilers. On

or before eight (8) years from Date of Entry, Sunoco shall use Qualifying Controls to

reduce NOx emissions from the heaters and boilers greater than 40 mmBTU per hour by

at least 2,011.8 tons per year, so as to satisfy the following inequality:

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i. (Eactual)i - (Eallnwable)¡J ? 2.011.8 tons of NO x per year

i=1

Where:

(EallowabliJi ((The permitted allowable pounds of NO x per million BTU

for heater or boiler i, or the requested portion of the

permitted reduction pursuant to Paragraph 100)/(2000

pounds per ton)) x ((the lower of pel1nitted or maximum

heat input rate capacity in million BTU per hour for heater

or boiler i) x (the lower of 8760 or permitted hours per

year));

(Eactual)i The tons of NOx per year prior actual emissions during

calendar years 2001 and 2002 (unless prior actuals exceed

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allowable emISSIOns, then use allowable) as shown III

Appendix B for controlled heater or boiler i; and

n The number of heaters and boilers with Qualifying Controls

at all Sunoco Refineries from those listed in Appendix B

that are selected by Sunoco to satisfy the requirements of

the equation set forth in this paragraph.

For heaters and boilers at the Philadelphia and Marcus Hook Refineries at which

Qualifying Controls are used to meet the requirements of this section V.F, those Qualifying

Controls shall be installed by no later than June 15, 2010, unless this date is extended jointly by

PADEP and/or AMS, and EPA.

b. 00 Emission Reductions from Holly Heaters and Boilers. On or before

eight (8) years from Date of Entry, Holly shall use Qualifying Controls to reduce NOx

emissions from the heaters and boilers greater than 40 mmBTU per hour by at least 177.2

tons per year, so as to satisfy the following inequality:

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L [Eaclual)i - (Eallowable)i] > 177.2 tons of NO x per year

i=l

Where:

[(The permitted allowable pounds of NOx per million BTU

for heater or boiler i, or the requested portion of the

permitted reduction pursuant to Paragraph 100)/(2000

pounds per ton)] x [(the lower of permitted or maximum

heat input rate capacity in million BTU per hour for heater

or boiler i) x (the lower of 8760 or permitted hours per

year)];

The tons of NOx per year prior actual emissions during

calendar years 2001 and 2002 (unless prior actuals exceed

allowable emissions, then use allowable) as shown in

Appendix B for controlled heater or boiler i; and

allowable emissions, then use allowable) as shown II

Appendix B for controlled heater or boiler i; and

n The number of heaters and boilers with Qualifying Controls

at all Sunoco Refineries from those listed in Appendix B

that are selected by Sunoco to satisfy the requirements of

the equation set forth in this paragraph.

For heaters and boilers at the Philadelphia and Marcus Hook Refineries at which

Qualifying Controls are used to meet the requirements of this section V.F, those Qualitying

Controls shall be installed by no later than June 15, 2010, unless this date is extended jointly by

PADEP and/or AMS, and EPA.

b. 00 Emission Reductions from Holly Heaters and Boilers. On or before

eight (8) years from Date of Entry, Holly shall use Qualifyng Controls to reduce NOx

emissions from the heaters and boilers greater than 40 mmBTU per hour by at least 177.2

tons per year, so as to satisfy the following inequality:

n

L (Eaciual)¡ - (Eallnwable)¡) ? 177.2 tons of NO x per year

i=1

Where:

(Eallowabk)¡ ((The pe111itted allowable pounds of NO x per million BTU

for heater or boiler i, or the requested portion of the

pel1nitted reduction pursuant to Paragraph i 00)/(2000

pounds per ton)) x ((the lower of pe111itted or maximum

heat input rate capacity in milion BTU per hour for heater

or boiler i) x (the lower of 8760 or permitted hours per

year));

(Eactual)¡ The tons of NOx per year prior actual emissions during

calendar years 2001 and 2002 (unless prior actuals exceed

allowable emissions, then use allowable) as shown in

Appendix B for controlled heater or boiler i; and

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n The number of heaters and boilers with Qualifying Controls

at the Tulsa Refinery from those listed in Appendix B that

are selected by Holly to satisfy the requirements of the

equation set forth in this paragraph.

c. Averaging Periods. Permit limits established to implement this Paragraph

may use a 365-day rolling average for heaters and boilers that use a CEMS or PEMS to

monitor compliance. Otherwise, permit limits established to implement this Paragraph

shall be based on the averaging periods set forth in the applicable reference test method.

6. Paragraph 31 is revised to read as follows:

31. Sunoco shall submit a detailed NOx Control Plan ("Control Plan") to EPA for

review and comment by no later than four (4) months after Date of Entry of the Consent Decree.

Thereafter, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall submit annual updates to the Control Plan every twelve (12) months ("Updates")

until compliance with Paragraph 30 of the Consent Decree. The Control Plan and its Updates

shall describe the achieved and anticipated progress of the NOx emission reductions program for

heaters and boilers and shall contain the following for each heater and boiler greater than 40

mmBTU/hr that Sunoco (with regard to the Sunoco Refineries) or Holly (with regard to the

Tulsa Refinery) plans to use to satisfy the requirements of Paragraphs 27, 29, and 30:

a. All of the information in Appendix B;

b. Identification of the type of Qualifying Controls installed or planned with

the date installed or planned (including identification of the heaters and boilers to be

permanently shut down);

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n The number of heaters and boilers with Qualifying Controls

at the Tulsa Refinery from those listed in Appendix B that

are selected by Holly to satisfy the requirements of the

equation set forth in this paragraph.

c. Averaging Periods. Permit limits established to implement this Paragraph

may use a 365-day rolling average for heaters and boilers that use a CEMS or PEMS to

monitor compliance. Otherwise, permit limits established to implement this Paragraph

shall be based on the averaging periods set forth in the applicable reference test method.

6. Paragraph 31 is revised to read as follows:

31. Sunoco shall submit a detailed NOx Control Plan ("Control Plan") to EPA for

review and comment by no later than four (4) months after Date of Entry of the Consent Decree.

Thereafter, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall submit annual updates to the Control Plan every twelve (12) months ("Updates")

until compliance with Paragraph 30 of the Consent Decree. The Control Plan and its Updates

shall describe the achieved and anticipated progress of the NOx emission reductions program for

heaters and boilers and shall contain the following for each heater and boiler greater than 40

mmBTU/hr that Sunoco (with regard to the Sunoco Refineries) or Holly (with regard to the

Tulsa Refinery) plans to use to satisfy the requirements of Paragraphs 27, 29, and 30:

a. All of the infonnation in Appendix B;

b. Identification of the type of Qualifying Controls installed or planned with

the date installed or planned (including identification of the heaters and boilers to be

pennanently shut down);

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c. To the extent limits exist or are planned, the allowable NOx emission rates

(in Ibs/mmBTU (HHV), with averaging period) and allowable heat input rate (in

mmBTU/hr (HHV» obtained or planned with dates obtained or planned;

d. The results of emissions tests and annual average CEMS or PEMS data (in

ppmvd at 3% O2 and Ib/mmBTU) conducted pursuant to Paragraph 32, and tons per year;

and

e. The amount in tons per year applied or to be applied toward satisfying

Paragraph 27.

Appendix B and the Control Plan and Updates required by this Paragraph shall be for informational

purposes only and may contain estimates. They shall not be used to develop permit requirements or

other operating restrictions. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with

regard to the Tulsa Refinery) may change any projections, plans, or information included in the

Control Plan or updates.

7. Paragraph 65.a is revised to read as follows:

a. As of Date of Entry of the Consent Decree, at each of the Sunoco

Refineries, Sunoco shall comply with the compliance option set forth at 40 C.F.R. §

61.342(c), utilizing the exemptions set forth in 40 C.F.R. §§61.342(c)(2) and (c)(3)(ii)

(hereinafter 56 referred to as the "2Mg Compliance Option").

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8. Paragraph 66 is revised to read as follows:

66. Refinery Compliance Status Changes.

Commencing on Date of Entry of the Consent Decree and continuing through the Date of

Termination, to the extent applicable, Sunoco shall not change the compliance status ofthe Marcus

c. To the extent limits exist or are planned, the allowable NOx emission rates

(in Ibs/mmBTU (HHV), with averaging period) and allowable heat input rate (in

mmBTU/hr (HHV)) obtained or planned with dates obtained or planned;

d. The results of emissions tests and annual average CEMS or PEMS data (in

ppmvd at 3% O2 and Ib/mmBTU) conducted pursuant to Paragraph 32, and tons per year;

and

e. The amount in tons per year applied or to be applied toward satisfying

Paragraph 27.

Appendix B and the Control Plan and Updates required by this Paragraph shall be for informational

purposes only and may contain estimates. They shall not be used to develop permit requirements or

other operating restrictions. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with

regard to the Tulsa Refinery) may change any projections, plans, or information included in the

Control Plan or updates.

7. Paragraph 65.a is revised to read as follows:

a. As of Date of Entry of the Consent Decree, at each of the Sunoco

Retìneries, Sunoco shall comply with the compliance option set forth at 40 C.F.R. §

61.342(c), utilizing the exemptions set foi1h in 40 C.F.R. §§61.342(c)(2) and (c)(3)(ii)

(hereinafter 56 referred to as the "2Mg Compliance Option").

8. Paragraph 66 is revised to read as follows:

66. Refinery Compliance Status Changes.

Commencing on Date of Entry of the Consent Decree and continuing through the Date of

Tennination, to the extent applicable, Sunoco shall not change the compliance status ofthe Marcus

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Hook, Philadelphia, or Toledo Refinery from the 6 BQ Compliance Option to the 2 Mg Compliance

Option. If at any time after Date of Entry of the Consent Decree, the Tulsa Refinery is determined to

have a TAB equal to or greater than 10 Mglyr, Holly shall not utilize the 2Mg Compliance Option.

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

shall consult with the EPA, the appropriate EPA Region, and the appropriate state agency ("Relevant

Government Agencies") before making any change in compliance strategy not expressly prohibited

by this Paragraph. All changes must be undertaken in accordance with Subpart FF.

9. Paragraph 70 is revised to read as follows:

70. Annual Review. By no later than 180 days from Date of Entry ofthe Consent

Decree, Sunoco shall modify (or establish) its existing management of change procedures or

shall develop and implement new written procedures to provide for performance of an annual

review of process information for each Covered Refinery, including construction projects, to

ensure that all new benzene waste streams are included in the Covered Refinery's waste stream

inventory. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall conduct such reviews on an annual basis until the Date ofTennination.

10. Paragraph 71 is revised to read as follows:

71. Laboratory Audits. Sunoco (with regard to the Sunoco Refineries) and/or Holly

(with regard to the Tulsa Refinery) shall conduct audits of all laboratories that perform analyses

of the Refinery's Benzene Waste Operations NESHAP samples to ensure that proper analytical

and quality assurance/quality control procedures are followed. Sunoco (with regard to the

Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) may elect to submit the

results from laboratory audits conducted by other refineries under the global consent decrees,

Hook, Philadelphia, or Toledo Refinery from the 6 BQ Compliance Option to the 2 Mg Compliance

Option. If at any time after Date of Entry of the Consent Decree, the Tulsa Refinery is determined to

have a TAB equal to or greater than 10 Mglyr, Holly shall not utilize the 2Mg Compliance Option.

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

shall consult with the EPA, the appropriate EPA Region, and the appropriate state agency ("Relevant

Governent Agencies") before making any change in compliance strategy not expressly prohibited

by this Paragraph. All changes must be undertaken in accordance with Subpart FF.

9. Paragraph 70 is revised to read as follows:

70. Annual Review. By no later than 180 days from Date of Entry ofthe Consent

Decree, Sunoco shall modify (or establish) its existing management of change procedures or

shall develop and implement new written procedures to provide for perfol1nance of an aimual

review of process information for each Covered Refinery, including construction projects, to

ensure that all new benzene waste streams are included in the Covered Retìnery's waste stream

inventory. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall conduct such reviews on an annual basis until the Date ofTennination.

10. Paragraph 71 is revised to read as follows:

71. Laboratory Audits. Sunoco (with regard to the Sunoco Refineries) and/or Holly

(with regard to the Tulsa Retìnery) shall conduct audits of all laboratories that pertorl1 analyses

of the Refinery's Benzene Waste Operations NESHAP samples to ensure that proper analytical

and quality assurance/quality control procedures are followed. Sunoco (with regard to the

Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) may elect to submit the

results from laboratory audits conducted by other refineries under the global consent decrees,

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provided the audits meet the audit criteria of Sunoco (with regard to the Sunoco Refineries)

and/or Holly (with regard to the Tulsa Refinery).

a. Sunoco shall complete audits of at least half of the laboratories used by the

Covered Refinery within 180 days after Date of Entry of the Consent Decree, and shall

complete the remaining audits within 365 days after Date of Entry of the Consent Decree.

In addition, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to

the Tulsa Refinery) shall audit any new laboratory used for analyses of benzene samples

prior to use of the new laboratory.

b. Until the Date of Termination, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall conduct subsequent

laboratory audits, such that each laboratory is audited every two (2) years.

11. Paragraph 73 is revised to read as follows:

73. Training. By no later than 90 days from Date of Entry of the Consent Decree,

Sunoco shall develop and begin implementation of annual (i.e., once each calendar year) training

for all employees assigned to draw benzene waste samples at each of the Sunoco Refineries.

a. Sunoco Refineries. For each ofthe Sunoco Refineries, by no later than 180

days from Date of Entry of the Consent Decree, Sunoco shall complete the development

of standard operating procedures for all control equipment used to comply with the

Benzene Waste Operations NESHAP at the Refinery. By no later than 180 days

thereafter, Sunoco shall complete an initial training program regarding these procedures

for all operators assigned to this equipment. Comparable training shall also be provided

to any persons who subsequently become operators prior to their assumption of this duty.

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provided the audits meet the audit criteria of Sunoco (with regard to the Sunoco Refineries)

and/or Holly (with regard to the Tulsa Refinery).

a. Sunoco shall complete audits of at least half of the laboratories used by the

Covered Refinery within 180 days after Date of Entry of the Consent Decree, and shall

complete the remaining audits within 365 days after Date of Entry of the Consent Decree.

In addition, Sunoco (with regard to the Sunoco Retìneries) and/or Holly (with regard to

the Tulsa Refinery) shall audit any new laboratory used for analyses of benzene samples

prior to use of the new laboratory.

b. Until the Date of Termination, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall conduct subsequent

laboratory audits, such that each laboratory is audited every two (2) years.

11. Paragraph 73 Is revIsed to read as follows:

n. Training. By no later than 90 days from Date of Entry of the Consent Decree,

Sunoco shall develop and begin implementation of annual (i.e., once each calendar year) training

for all employees assigned to draw benzene waste samples at each of the Sunoco Refineries.

a. Sunoco Refineries. For each ofthe Sunoco Refineries, by no later than 180

days fì'om Date of Entry of the Consent Decree, Sunoco shall complete the development

of standard operating procedures for all control equipment used to comply with the

Benzene Waste Operations NESHAP at the Refinery. By no later than 180 days

thereafter, Sunoco shall complete an initial training program regarding these procedures

for all operators assigned to this equipment. Comparable training shall also be provided

to any persons who subsequently become operators prior to their assumption of this duty.

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Until the Date of Termination, "refresher" training in these procedures shall be performed

on a three (3) year cycle.

b. Tulsa Refinery. If and when the Tulsa Refinery TAB equals or exceeds 10

Mg/yr, Holly shall implement operating procedures and training requirements at the

Tulsa Refinery comparable to those required by Paragraph 73.a. By no later than 270

days thereafter, Holly shall complete an initial training program regarding these

procedures for all operators assigned to this equipment. Holly shall propose a schedule

for training at the same time that Holly proposes a plan, pursuant to Paragraphs 68.a.ii or

75.fthat identifies the compliance strategy and schedule that Holly shall implement to

come into compliance with the 6 BQ Compliance Option at the Tulsa Refinery.

c. As part of the training program, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) must require that the

employees of any contractors hired to perform the requirements of this Section V.M are

properly trained to implement all provisions of this Section at the relevant Refinery.

12. Paragraph 75.b.i is revised to read as follows:

1. Marcus Hook, Toledo, and Philadelphia Refineries. Sunocos BWON

Sampling Plan for each of the Sunoco Refineries subject to the 2 Mg Compliance

Option shall include: (i) a plan for conducting end-of-line ("EOL") sampling

pursuant to Paragraph 75.c on a monthly basis (three (3) samples in the quarter,

one (1) each month); (ii) a plan for conducting non-EOL sampling pursuant to

Paragraph 75.d.ii on a quarterly basis: (iii) an identification of all proposed

sampling locations; and (iv) a description of the proposed flow calculation

10

Until the Date of Termination, "refresher" training in these procedures shall be performed

on a three (3) year cycle.

b. Tulsa Refinery. If and when the Tulsa Refinery TAB equals or exceeds 10

Mg/yr, Holly shall implement operating procedures and training requirements at the

Tulsa Refinery comparable to those required by Paragraph 73.a. By no later than 270

days thereafter, Holly shall complete an initial training program regarding these

procedures for all operators assigned to this equipment. Holly shall propose a schedule

for training at the same time that Holly proposes a plan, pursuant to Paragraphs 68.a.ii or

75.fthat identifies the compliance strategy and schedule that Holly shall implement to

come into compliance with the 6 BQ Compliance Option at the Tulsa Refinery.

c. As part of the training program, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) must require that the

employees of any contractors hired to perfoiin the requirements of this Section V.M are

properly trained to implement all provisions of this Section at the relevant Refinery.

12. Paragraph 75.b.i is revised to read as follows:

1. Marcus Hook, Toledo, and Philadelphia ReIÌneries. Sunoco.s BWON

Sampling Plan for each of the Sunoco Refineries subject to the 2 Mg Compliance

Option shall include: (i) a plan for conducting end-of-line ("EOL") sampling

pursuant to Paragraph 75.c on a monthly basis (three (3) samples in the quaiier,

one (1) each month); (ii) a plan for conducting non-EOL sampling pursuant to

Paragraph 75.d.ii on a quarterly basis: (iii) an identiIÌcation of all proposed

sampling locations; and (iv) a description of the proposed flow calculation

10
75.e. At each of the Sunoco Refineries, EOL sampling means sampling at the last

method to be used in making quarterly benzene determinations under Paragraph

practicable point before the waste stream enters a controlled waste management

unit, if, based on engineeringjudgrnent, EOL sampling would provide a result

different than would be provided at the point of waste generation. EOL sampling

is not required once the stream has entered a controlled waste management unit,

as long as the waste stream remains controlled until either final discharge or

discharge to an activated sludge treatment unit.

13. Paragraph 75.d.ii is revised to read as follows:

11. For Sunoco Refineries, Sunoco's BWON Sampling Plan shall include a plan

for sampling: (i) each uncontrolled waste stream that contributes greater than 0.05

uncontrolled waste stream that contains greater than 0.1 Mg benzene per year and that

qualifies for the 10 ppmw benzene exemption.

14. Paragraph 75.g is revised to read as follows:

g. Third-PaI1y TAB Study and Compliance Review. If, after two (2)

11

consecutive Calendar QUaI1erS it appears likely based on best engineering judgment that, at

the end of the calendar year Sunoco will not be in compliance with the 2Mg Option at each

Sunoco Refinery, or the TAB will exceed 10 Mg/yr at the Tulsa Refinery, then, in the third

Calendar Quarter, Sunoeo (with regard to the Sunoeo Refineries) and/or Holly (with

regard to the Tulsa Refinery) shall retain a third party contractor to undel1ake a

comprehensive TAB study and compliance review ("Third-PaI1y TAB Study and Compliance

method to be used in making quarterly benzene determinations under Paragraph

75.e. At each of the Sunoco Refineries, EOL sampling means sampling at the last

practicable point before the waste stream enters a controlled waste management

unit, if, based on engineering judgment, EOL sampling would provide a result

different than would be provided at the point of waste generation. EOL sampling

is not required once the stream has entered a controlled waste management unit,

as long as the waste stream remains controlled until either final discharge or

discharge to an activated sludge treatment unit.

13. Paragraph 75.d.ii is revised to read as follows:

11. For Sunoco Refineries, Sunoco's BWON Sampling Plan shall include a plan

for sampling: (i) each uncontrolled waste stream that contributes greater than 0.05

l\A"n- h",,".,,,,",, p"'i' u"''''' to'''a''d th'" 2 Ma annu"l "'xempt "'aste tot"l. "nA (;;\ ",,,,,h .1\'.16 u..J...L.'".lJ... "" )""U.J. L "'".1 .1i.. b u .. n U.l, U.1 U l.!i) ..LH...,l

uncontrolled waste stream that contains greater than 0.1 Mg benzene per year and that

qualifies for the 10 ppmw benzene exemption.

14. Paragraph 75.g is revised to read as follows:

g. Third-Pai1y TAB Study and Compliance Review. If, after two (2)

consecutive Calendar Quai1ers it appears likely based on best engineering judgment that, at

the end of the calendar year Sunoco will not be in compliance with the 2Mg Option at each

Sunoco Refinery, or the TAB will exceed 10 Mg/yr at the Tulsa Retìnery, then, in the third

Calendar Quarter, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with

regard to the Tulsa Refinery) shall retain a third pai1y contractor to undei1ake a

comprehensive TAB study and compliance review ("Third-Pai1y TAB Study and Compliance

11
Review") at the relevant Refinery(ies). By no later than the last day of the third Calendar

Quarter, Sunoeo (with regard to the Sunoeo Refineries) and/or Holly (with regard to the

Tulsa Refinery) shall submit a proposal to EPA that identifies the contractor, the contractor's

scope of work, and the contractor's schedule for the Third- Party TAB Study and Compliance

Review. Unless, within 30 days after EPA receives this proposal, EPA disapproves it or seeks

modifications, Sunoeo (with regard to the Sunoco Refineries) and/or Holly (with regard to

the Tulsa Refinery) shall authorize the contractor to commence work, and Sunoeo (with

regard to the Sunoeo Refineries) and/or Holly (with regard to the Tulsa Refinery) shall

ensure that the work is completed in accordance with the approved schedule. By no later than

30 days after Sunoeo (with regard to the Sunoeo Refineries) and/or Holly (with regard to

the Tulsa Refinery) receives the results ofthe Third-Patty TAB Study and Compliance

Review, Sunoeo (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery) shall submit the results to EPA. After the report is submitted to EPA.

Sunoeo (with regard to the Sunoeo Refineries) and/or Holly (with regard to the Tulsa

Refinery) and EPA shall discuss informally the results of the Third-Party TAB Study and

Compliance Review. By no later than 90 days after Sunoeo (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) receives the results of the

Third-Party TAB Study and Compliance Review, or at such other time as Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) and

EPA may agree, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shall submit to EPA for approval a plan and schedule for remedying

any deficiencies identified in the Third-Party TAB Study and Compliance Review and any

deficiencies that EPA brought to the attention of Sunoeo (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) as a result of the Third-Party

12

Review") at the relevant Refinery(ies). By no later than the last day of the third Calendar

Quarter, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery) shall submit a proposal to EPA that identifies the contractor, the contractor's

scope of work, and the contractor's schedule for the Third- Party TAB Study and Compliance

Review. Unless, within 30 days after EPA receives this proposal, EPA disapproves it or seeks

modifications, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to

the Tulsa Refinery) shall authorize the contractor to commence work, and Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) shall

ensure that the work is completed in accordance with the approved schedule. By no later than

30 days after Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to

the Tulsa Refinery) receives the results ofthe Third-Pai1y TAB Study and Compliance

Review, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery) shall submit the results to EPA. After the report is submitted to EPA,

Sunoco (with regard to the Sunoco Retìneries) and/or Holly (with regard to the Tulsa

Refinery) and EPA shall discuss infonnally the results of the Third- Pai1y TAB Study and

Compliance Review. By no later than 90 days after Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) receives the results of the

Third-Pai1y TAB Study and Compliance Review, or at such other time as Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) and

EPA may agree, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shall submit to EPA tor approval a plan and schedule for remedying

any deficiencies identified in the Third-Pal1y TAB Study and Compliance Review and any

deficiencies that EPA brought to the attention of Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) as a result of the Third-Pal1y

12
TAB Study and Compliance Review. Sunoco (with regard to the Sunoco Refineries)

and/or Holly (with regard to the Tulsa Refinery) shall implement the EPA-approved

remedial plan in accordance with the schedule included in the approved plan. It: for the

Tulsa Refinery, it appears that appropriate actions cannot be taken to ensure that the Tulsa

Refinery consistently can maintain a TAB of under 10 Mg/yr when measured at the point of

generation, then Holly"s plan shall identify with specificity the compliance strategy and

schedule that Holly shall implement to ensure that the Tulsa Refinery complies with the 6BQ

Compliance Option as soon as practicable.

15. Paragraph 77 is revised to read as follows:

77. Recordkeeping and Reporting Requirements for this Section.

a. Outside of the Reports required under 40 C.F.R. § 61.357 and under the

progress report procedures of Section IX of this Consent Decree, to the extent required by

this Decree, and at the times specified by this Section V.M , Sunoco shall submit the

following reports i-vi, viii, and x to EPA, and Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall submit the following

reports vii, ix, and xi-xv to EPA:

I. Phase One BWON Compliance Review and Verification Reportis)

(Paragraph 67.a);

II. Phase Two BWON Compliance Review and Verification Reportis), as

amended, if necessary (Paragraph 67.b);

111. Amended TAB Report(s), if necessary (Paragraph 67.c);

IV. Any BWON Corrective Action Plans required if the BWON Compliance

Review and Verification Reports indicate non-compliance (Paragraph 68.a.i.);

13

TAB Study and Compliance Review. Sunoco (with regard to the Sunoco Refineries)

and/or Holly (with regard to the Tulsa Refinery) shall implement the EPA-approved

remedial plan in accordance with the schedule included in the approved plan. It: for the

Tulsa Refinery, it appears that appropriate actions cannot be taken to ensure that the Tulsa

Refinery consistently can maintain a TAB of under 10 Mglyr when measured at the point of

generation, then Holly's plan shall identify with specificity the compliance strategy and

schedule that Holly shall implement to ensure that the Tulsa Refinery complies with the 6BQ

Compliance Option as soon as practicable.

15. Paragraph 77 is revised to read as follows:

77. Recordkeeping and Reporting Requirements for this Section.

a. Outside of the Reports required under 40 C.F.R. § 61.357 and under the

progress report procedures of Section ix of this Consent Decree, to the extent required by

this Decree, and at the times specified by this Section V.M , Sunoco shal1 submit the

following reports i-vi, viii, and x to EPA, and Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall submit the following

repoi1s vii, ix, and xi-xv to EPA:

1. Phase One BWON Compliance Review and Verification Repoi1(s)

(Paragraph 67.a);

11. Phase Two BWON Compliance Review and Verification Report(s), as

amended, if necessary (Paragraph 67.b);

111. Amended TAB Report(s), if necessary (Paragraph 67.c);

iv. Any BWON Corrective Action Plans required if the BWON Compliance

Review and Verification Reports indicate non-compliance (Paragraph 68.a.i.);

13
v. A BWON Corrective Action Plan for the Tulsa Refinery ifthe Refinery's

TAB is found to equal or exceed 10 Mg/yr (Paragraph 68.a.ii.);

VI. Certification of compliance, if necessary (Paragraph 68.b);

Vll. A report certifying the completion ofthe installation of dual carbon

canisters (Paragraph 69.b);

Vlll. Schematics of waste/slop/off- spec oil movements, as revised, if necessary

(Paragraph 74.a);

IX. A plan and schedule for installing and operating necessary controls on

waste management units handling organic benzene waste, if necessary (Paragraph

74.b);

x. A plan to quantify uncontrolled waste/slop/off-spec oil movements

(Paragraph 75.a.i);

Xl. BWON Sampling Plans and revised BWON Sampling Plans, if necessary

(Paragraph 75);

XII. A Corrective Measures Plan (Paragraph 75.f);

XlII. A proposal for a Third-Party TAB Study and Compliance Review, if

necessary (Paragraph 75.g);

XIV. A Third-Party TAB Study and Compliance Review, if necessary

(Paragraph 75.g); and

xv. A plan to implement the results of the Third-Party TAB Study and

Compliance Review, if necessary (Paragraph 75.g).

b. As part of either the Reports Required under 40 C.F.R. ~ 61.357 or

the progress report procedures of Section IX of the Consent Decree, to the extent

14

v. A BWON Corrective Action Plan for the Tulsa Refinery ifthe Refinery's

TAB is found to equal or exceed 10 Mglyr (Paragraph 68.a.ii.);

Vi. Certification of compliance, if necessary (Paragraph 68.b);

VU. A report certifying the completion ofthe installation of dual carbon

canisters (Paragraph 69.b);

V11. Schematics of waste/slop/off- spec oil movements, as revised, if necessary

(Paragraph 74.a);

ix. A plan and schedule for installing and operating necessary controls on

waste management units handling organic benzene waste, if necessary (Paragraph

74.b);

x. A plan to quantify uncontrolled waste/slop/off-spec oil movements

(Paragraph 75.a.i);

Xl. BWON Sampling Plans and revised BWON Sampling Plans, if necessary

(Paragraph 75);

XII. A Corrective Measures Plan (Paragraph 75.f);

XUI. A proposal for a Third-Party TAB Study and Compliance Review, if

necessary (Paragraph 75.g);

xiv. A Third-Party TAB Study and Compliance Review, if necessary

(Paragraph 75.g); and

xv. A plan to implement the results of the Third-Party TAB Study and

Compliance Review, if necessary (Paragraph 75.g).

b. As pai1 of either the Reports Required under 40 C.F.R. ~ 61.357 or

the progress report procedures of Section ix of the Consent Decree, to the extent

14
1. Covered Refinery. In addition to the information submitted in the reports

required pursuant to 40 C.F.R. §§ 61.357(d)(6) and (7) ("Section 61.357

Reports"), each Covered Refinery shall include the following information in those

reports or in the reports due under Section IX of this Decree:

(1) Laboratory Audits. In the first Section 61.357 Report or first Section IX

report due after Sunoco has completed the requirements of Paragraph 71.a,

Sunoco shall identify all laboratory audits that Sunoco completed,

including, at a minimum, the identification of each laboratory audited, a

description of the methods used in the audit, and the results of the audit. In

each subsequent 61.357 Report or Section IX report, Sunoco (with regard

to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

shall identify all laboratory audits that were completed pursuant to the

provisions of Paragraph 71.b during the Calendar Quarter, including in

each such Report, at a minimum, the identification of each laboratory

audited, a description of the methods used in the audit, and the results of

the audit;

(2) Training. In the first Section 61.357 Report or Section IX report due after

entry of this Consent Decree, Sunoco shal1 describe the measures that it

took to comply with the training provisions of Paragraph 73 starting from

Date of Entry of the Consent Decree and continuing through the Calendar

required by this Decree, and at the times specified by this Section V.M, Sunoco

(with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall submit the following reports to EPA:

15

required by this Decree, and at the times specified by this Section V.M, Sunoco

(with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall submit the following reports to EPA:

1. Covered Refinery. In addition to the information submitted in the reports

required pursuant to 40 C.F.R. §§ 61.357(d)(6) and (7) ("Section 61.357

Reports"), each Covered Refinery shall include the following information in those

reports or in the reports due under Section ix of this Decree:

(1) Laboratory Audits. In the first Section 61.357 Report or first Section ix

report due after Sunoco has completed the requirements of Paragraph 71.a,

Sunoco shall identify all laboratory audits that Sunoco completed,

including, at a minimum, the identification of each laboratory audited, a

description of the methods used in the audit, and the results of the audit. In

each subsequent 61.357 Report or Section ix report, Sunoco (with regard

to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

shall identify all Jaboratory audits that were completed pursuant to the

provisions of Paragraph 71.b during the Calendar Quarter, including in

each such Report, at a minimum, the identification of each laboratory

audited, a description of the methods used in the audit, and the results of

the audit;

(2) Training. In the first Section 61.357 Report or Section ix report due after

entry of this Consent Decree, Sunoco shall describe the measures that it

took to comply with the training provisions of Paragraph 73 starting tì-om

Date of Entry of the Consent Decree and continuing through the Calendar

15
Quarter for which the first report is due. In each subsequent Section

61.357 Report or Section IX report, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall describe

the measures that Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) took to comply with the training

provisions of Paragraph 73 during the Calendar Quarter;

(3) Sampling Results. Once EOL sampling and non-EOL sampling is required

under this Section, Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall report, in each Section

61.357 Report or each Section IX report, the results of the monthly EOL

sampling and quarterly non-EOL sampling undertaken pursuant to

Paragraph 75. For each Covered Refinery, the report shall include a list of

all waste streams sampled, the results of the benzene analysis for each

sample, and the computation of the quarterly benzene quantity and the

projected calendar year benzene quantity.

11. Tulsa Refinery. Holly shall submit, for the Tulsa Refinery, the information

required by this Subparagraph 77.b.ii in Section IX reports. For each Calendar

Quarter, Holly shall submit, for the Tulsa Refinery, the information described in

subparagraphs 77.b.i(1), i(3). If, before the Date of Termination, the TAB at the

Tulsa Refinery equals or exceeds 10 Mg/yr and Holly completes the installation

of the measures necessary to comply with the 6BQ Compliance Option at the

Tulsa Refinery, Holly must submit the information described in subparagraphs

16

Quarter for which the first report is due. In each subsequent Section

61.357 Report or Section IX report, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall describe

the measures that Sunoco (with regard to the Sunoco Refineries) and/or

Holly (,vith regard to the Tulsa Refinery) took to comply \vith the training

provisions of Paragraph 73 during the Calendar Quarter;

(3) Sampling Results. Once EOL sampling and non-EOL sampling is required

under this Section, Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall report, in each Section

61.357 Report or each Section ix report, the results of the monthly EOL

sampling and quarterly non-EOL sampling undertaken pursuant to

Paragraph 75. For each Covered Refinery, the report shall include a list of

all waste streams sampled, the results of the benzene analysis for each

samplè, and the computation of the quarterly benzene quantity and the

projected calendar year benzene quantity.

11. Tulsa Refinery. Holly shall submit, for the Tulsa Retìnery, the intol1nation

required by this Subparagraph 77.b.ii in Section lX repoi1s. For each Calendar

Quarter, Holly shall submit, for the Tulsa Refinery, the infol11ation described in

subparagraphs 77.b.i(1), i(3). If, before the Date ofTemiination, the TAB at the

Tulsa Refinery equals or exceeds 10 Mg/yr and Holly completes the installation

of the measures necessary to comply with the 6BQ Compliance Option at the

Tulsa Refinery, Holly must submit the infol1nation described in subparagraphs

16
77.b.i(1), i(3) and may elect to submit this information in Section 61.357 Reports

instead of the Section IX reports.

16. Paragraph 78 is revised to read as follows:

78. Written Refinery-Wide LDAR Program and Compliance Certification.

Enhanced LDAR Program Description. By no later than 180 days after Date of Entry of

the Consent Decree, Sunoco shall develop, for each Refinery, a written description of a refinerywide program designed to achieve and maintain compliance with all applicable federal and state

LDAR regulations, as well as all requirements imposed by this Section V.N. Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) shall update

each Refinery'S program description as necessary to ensure continuing compliance. By no later

than 180 days after Date of Entry of the Consent Decree, Sunoco shall submit copies of its

enhanced LDAR program descriptions to EPA and the Appropriate Plaintiff/Intervenor, and

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

shall maintain at each Refinery an updated version of that Refinery's program description. Until

the Date of Termination, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with

regard to the Tulsa Refinery) shall use the enhanced LDAR program descriptions prepared

pursuant to this Paragraph to implement an enhanced LDAR program at each Refinery, as

required by this Section V.N. Each Refinery'S program description shall include at a minimum:

a. A set of refinery-specific leak rate goals that will be a target for

achievement on a process-unit -by-process-unit basis;

17

77.b.i(1), i(3) and may elect to submit this information in Section 61.357 Reports

instead of the Section ix reports.

16. Paragraph 78 is revised to read as follows:

78. Written Refinery-Wide LDAR Program and Compliance Certification.

Enhanced LDAR Program Description. By no later than i 80 days after Date of Entry of

the Consent Decree, Sunoco shall develop, for each Refinery, a written description of a refinerywide program designed to achieve and maintain compliance with all applicable federal and state

LDAR regulations, as well as all requirements imposed by this Section V.N. Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) shal1 update

each Refinery's program description as necessary to ensure continuing compliance. By no later

than 180 days after Date of Entry of the Consent Decree, Sunoco shall submit copies of its

enhanced LDAR program descriptions to EPA and the Appropriate Plaintiff/lntervenoL and

Sunoco (with regard to the Sùnoco Refineries) and/or Holly (with regard to the Tulsa Retìnery)

shall maintain at each Refinery an updated version of that Refinery's program description. Until

the Date of Tennination, Sunoco (with regard to the Sunoco Refineries) and/or Holly (with

regard to the Tulsa Refinery) shal1 use the enhanced LDAR program descriptions prepared

pursuant to this Paragraph to implement an enhanced LDAR program at each Refinery, as

required by this Section V.N. Each Refinery's program description shall include at a minimum:

a. A set of retìnery-specific leak rate goals that wil1 be a target for

achievement on a process-unit -by-process-unit basis;

17
b. An identification of all equipment in light liquid and/or in gas/vapor

service that has the potential to leak VOCs, HAPs, VHAPs, and benzene within process

units that are owned and maintained at each Refinery;

c. Procedures for identifying leaking equipment within process units that are

owned and maintained at each Refinery;

d. Procedures for repairing and keeping track ofleaking equipment;

e. Procedures for identifying and including in the LDAR program new

equipment;

f. A process for evaluating new and replacement equipment to promote

consideration and installation of equipment that will minimize leaks and/or eliminate

chronic leakers;

g. A designation of the "LDAR Personnel" and the "LDAR Coordinator"

who are responsible for implementing the enhanced LDAR program at the Refinery; and

h. Procedures designed to ensure that components subject to LDAR

requirements that are added to the Refinery during scheduled maintenance and

construction activities are integrated into the enhanced LDAR program.

17. Paragraph 80.d is revised to read as follows:

d. Internal Audits. Sunoco shall conduct internal audits of the Marcus Hook,

Toledo, and Philadelphia Refineries' LDAR program by sending personnel familiar with

the LDAR program and its requirements from one or more of Sunoco' s Refineries or

locations to audit another Sunoco Refinery. Sunoco shall complete the first round of these

internal LDAR audits at all Refineries by no later than two (2) years from the date of the

18

b. An identification of all equipment in light liquid and/or in gas/vapor

service that has the potential to leak VOCs, HAPs, VHAPs, and benzene within process

units that are owned and maintained at each Refinery;

c. Procedures for identifying leaking equipment within process units that are

owned and maintained at each Refinery;

d. Procedures for repairing and keeping track ofleaking equipment;

e. Procedures for identifying and including in the LDAR program new

equipment;

f. A process for evaluating new and replacement equipment to promote

consideration and installation of equipment that will minimize leaks and/or eliminate

chronic leakers;

g. A designation of the "LDAR Personnel" and the "LDAR Coordinator"

who are responsible for implementing the enhanced LDAR program at the Refinery; and

h. Procedures designed to ensure that components subject to LDAR

requirements that are added to the Refinery during scheduled maintenance and

construction activities are integrated into the enhanced LDAR program.

17. Paragraph 80.d is revised to read as follows:

d. Inte11al Audits. Sunoco shall conduct inte11al audits of the Marcus Hook,

Toledo, and Philadelphia Refineries' LDAR program by sending personnel familiar with

the LDAR program and its requirements from one or more ofSunoco's Refineries or

locations to audit another Sunoco Refinery. Sunoco shall complete the first round of these

internal LDAR audits at all Refineries by no later than two (2) years from the date of the

18
completion of the initial third-party audit required in Paragraph 80.a. Internal audits at

each Refinery using personnel familiar with the LDAR program and its requirements

from another Refinery (or in the case of Holly, from another Holly refinery) shall be held

every four (4) years thereafter until the Date of Termination unless Sunoco (with regard

to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) elects to retain

third-parties to conduct these audits pursuant to Paragraph ~O.c.

18. Paragraph 87 is revised to read as follows:

87. QA/QC ofLDAR Data.

a. By no later than 120 days after Date of Entry of the Consent Decree,

Sunoco, or a third-party contractor retained by Sunoco, shall develop and, thereafter,

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall implement a procedure at each Refinery to ensure a quality

assurance/quality control c"QA/QC") review of all data generated by LDAR monitoring

technicians.

1. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shall ensure that monitoring data provided to Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery)

by its contractors is reviewed for QA/QC before the contractor submits the data to

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the

Tulsa Refinery).

11. At least once per Calendar Quarter, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall perform QA/QC

19

completion of the initial third-party audit required in Paragraph 80.a. Internal audits at

each Refinery using personnel faiiliar with the LDAR program and its requirements

from another Refinery (or in the case of Holly, from another Holly refinery) shall be held

every four (4) years thereafter until the Date of Termination unless Sunoco (with regard

to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) elects to retain

third-parties to conduct these audits pursuant to Paragraph ~O.c.

18. Paragraph 87 is revised to read as follows:

87. QA/QC ofLDAR Data.

a. By no later than 120 days after Date of Entry of the Consent Decree,

Sunoco, or a third-party contractor retained by Sunoco, shall develop and, thereafter,

Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa

Refinery) shall implement a procedure at each Refinery to ensure a quality

assurance/quality control ('QA/QC") review of alJ data generated by LDAR monitoring

technicians.

1. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shan ensure that monitoring data provided to Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refìnery)

by its contractors is reviewed for QA/QC before the contractor submits the data to

Sunoco (with regard to the Sunoco Retìneries) and/or Holly (with regard to the

Tulsa Refinery).

11. At least once per Calendar Quai1er, Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall perform QA/QC

19
20

of any contractor's monitoring data which shall include, but not be limited to:

number of components monitored per technician, time between monitoring

events, and abnormal data patterns.

111. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shall implement a system for daily reporting of monitored

activity and for periodically reviewing the daily results by appropriate operating

supervisors.

19. Paragraph 88 is revised to read as follows:

88. LDAR Personnel. By no later than 180 days after Date of Entry of the Consent

Decree, Sunoco shall establish a program that will hold LDAR personnel accountable for LDAR

performance. Sunoco shall establish and Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall maintain an LDAR Coordinator position within

each Refinery, responsible for LDAR management, with the authority to implement

improvements.

20. Paragraph 97 is revised to read as follows:

97. General Prohibition. Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall not generate or use any NOx, S02, PM, VOC, or

CO emissions reductions that result from any projects conducted or controls utilized to comply

with this Consent Decree as netting reductions or emissions offsets in any PSD, major nonattainment and/or minor New Source Review ("NSR") permit or permit proceeding unless

otherwise authorized under Paragraphs 99 or 100. The parties agree that this Consent Decree

of any contractor's monitoring data which shall include, but not be limited to:

number of components monitored per technician, time between monitoring

events, and abnormal data patterns.

111. Sunoco (with regard to the Sunoco Refineries) and/or Holly (with regard

to the Tulsa Refinery) shall implement a system for daily reporting of monitored

activity and for periodically reviewing the daily results by appropriate operating

supervisors.

19. Paragraph 88 is revised to read as follows:

88. LDAR PersonneL. By no later than 180 days after Date of Entry of the Consent

Decree, Sunoco shall establish a program that will hold LDAR personnel accountable for LDAR

pedormance. Sunoco shall establish and Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall maintain an LDAR Coordinator position within

each Refinery, responsible for LDAR management, with the authority to implement

improvements.

20. Paragraph 97 is revised to read as follows:

97. General Prohibition. Sunoco (with regard to the Sunoco Refineries) and/or

Holly (with regard to the Tulsa Refinery) shall not generate or use any NOx, S02, PM, VOC, or

CO emissions reductions that result from any projects conducted or controls utilized to comply

with this Consent Decree as netting reductions or emissions offsets in any PSD, major nonattainment and/or minor New Source Review ("NSR") permit or permit proceeding unless

otherwise authorized under Paragraphs 99 or 1 00. The parties agree that this Consent Decree

20
neither prohibits, nor provides any basis for prohibiting, Sunoco from combining decreases in

emissions resulting from work pursuant to this Consent Decree with emissions increases

resulting from work related to a FCCU expansion undertaken at the same time, in any emissions

calculation for any single permit or permit proceeding that involves both installation of controls

pursuant to this Consent Decree and construction related to the FCCD expansion. PADEP, AMS,

and Sunoco further agree that this Consent Decree neither prohibits, nor provides any basis for

prohibiting, nor authorizes, nor provides any basis for authorizing, Sunoco from using, under

Pennsylvania's PSD and non-attainment NSR programs, S03 reductions resulting from the

installation of controls when addressing emissions of PM2.5. AMS and Sunoco further agree that

when permitting the FCCD expansions and related projects undertaken at the same time as

discussed above, under Pennsylvania's PSD and non-attainment NSR programs at the

Philadelphia Refinery, Sunoco and AMS may use up to 10% of the S02 emissions reductions

(excluding the S02 portion attributable to the combustion of sour water stripper gas in the CO

21

Boiler), and up to 15% of the NOx emissions reductions that result from installation of SCR and

WGS on the FCCU. PADEP and Sunoco further agree that when permitting the FCCD

expansions and related projects undertaken at the same time as discussed above, under

Pennsylvania's PSD and non-attainment NSR programs at the Marcus Hook Refinery, Sunoco

and PADEP may use up to 5% of the SOl emissions reductions and up to 15% of the NOx

emissions reductions that result from installation of SCR and WGS on the FCCU. Except as

provided in paragraphs 99 and 100, all of the remaining S02 and NOx emissions reductions that

are not used at that time shall be permanently retired.

21. Paragraph 114 is revised to read as follows:

neither prohibits, nor provides any basis for prohibiting, Sunoco from combining decreases in

emissions resulting from work pursuant to this Consent Decree with emissions increases

resulting from work related to a FCCU expansion undertaken at the same time, in any emissions

calculation for any single permit or permit proceeding that involves both installation of controls

pursuant to this Consent Decree and construction related to the FCCU expansion. P ADEP, AMS,

and Sunoco further agree that this Consent Decree neither prohibits, nor provides any basis tor

prohibiting, nor authorizes, nor provides any basis for authorizing, Sunoco from using, under

Pennsylvania's PSD and non-attainment NSR programs, S03 reductions resulting from the

installation of controls when addressing emissions of PM2.5. AMS and Sunoco further agree that

when permitting the FCCU expansions and related projects undertaken at the same time as

discussed above, under Pennsylvania's PSD and non-attainment NSR programs at the

Philadelphia Refinery, Sunoco and AMS may use up to 10% of the SOl emissions reductions

(excluding the S02 pOliion attributable to the combüstion of som water stripper gas in the CO

Boiler), and up to 15% of the NOx emissions reductions that result from installation of SCR and

WGS on the FCCU. P ADEP and Sunoco fui1her agree that when permitting the FCCU

expansions and related projects undei1aken at the same time as discussed above, under

Pennsylvania's PSD and non-attainment NSR programs at the Marcus Hook Refinery, Sunoco

and PADEP may use up to 5% of the SOl emissions reductions and up to 15% of the NOx

emissions reductions that result from instal1ation of SCR and WGS on the FCCU. Except as

provided in paragraphs 99 and lOO, all of the remaining SOl and NOx emissions reductions that

are not used at that time shal1 be permanently retired.

21. Paragraph 1 14 is revised to read as fol1ows:

21
22

114. Beginning with the first full Calendar Quarter after Date of Entry of the Consent

Decree, Sunoco shall submit to EPA and the Appropriate Plaintiff/Intervenors within 30 days

after the end of each Calendar Quarter through 2005, and Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall submit to EPA and the

Appropriate Plaintiff/Intervenor semi-annually thereafter until termination of this Consent

Decree, a progress report for each of the Refineries. Each report shall contain, for the relevant

Refinery, the following: progress report on the implementation of the requirements of Section V

("Affirmative Relief/Environmental Projects") at the relevant Refinery; a summary ofthe

emissions data for the relevant Refinery that is specifically required by the reporting

requirements of Section V of this Consent Decree for the period covered by the report; a

description of any problems anticipated with respect to meeting the requirements of Section V of

this Consent Decree at the relevant Refinery; and any such additional matters as Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) believes should

be brought to the attention of EPA and the Appropriate Plaintiff/Intervenor. The report shall be

certified by either the person responsible for environmental management at the appropriate

Refinery or by a person responsible for overseeing implementation of this Decree across Sunoco

(with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) as

follows:

I certify under penalty oflaw that this information was prepared

under my direction or supervision in accordance with a system

designed to assure that qualified personnel properly gather and

evaluate the information submitted. Based on my directions and

my inquiry of the person(s) who manage the system, or the

person(s) directly responsible for gathering the information, the

information submitted is, to the best of my knowledge and belief,

true, accurate, and complete.

114. Beginning with the first full Calendar Quarter after Date of Entry of the Consent

Decree, Sunoco shall submit to EPA and the Appropriate Plaintiff/Intervenors within 30 days

after the end of each Calendar Quarter through 2005, and Sunoco (with regard to the Sunoco

Refineries) and/or Holly (with regard to the Tulsa Refinery) shall submit to EPA and the

Appropriate Plaintiff/Intervenor semi-annually thereafter until termination of this Consent

Decree, a progress report for each of the Refineries. Each report shall contain, for the relevant

Refinery, the following: progress report on the implementation of the requirements of Section V

("Affirmative Relief/Environmental Projects") at the relevant Refinery; a summary ofthe

emissions data for the relevant Refinery that is specifically required by the reporting

requirements of Section V of this Consent Decree for the period covered by the report; a

description of any problems anticipated with respect to meeting the requirements of Section V of

this Consent Decree at the relevant Retìnery; and any such .additional matters as Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) believes should

be brought to the attention of EP A and the Appropriate Plaintiff/Intervenor. The repo11 shall be

certified by either the person responsible for environmental management at the appropriate

Refinery or by a person responsible for overseeing implementation of this Decree across Sunoco

(with regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) as

follows:

I certify under penalty oflaw that this infonnation was prepared

under my direction or supervision in accordance with a system

designed to assure that qualified personnel properly gather and

evaluate the information submitted. Based on my directions and

my inquiry of the person(s) who manage the system, or the

person(s) directly responsible for gathering the infol1nation, the

intOl11ation submitted is, to the best of my knowledge and belief,

true, accurate, and complete.

22
22. Paragraph 194 is revised to read as follows:

194. Payment of Stipulated Penalties. Stipulated penalties owed by Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) shall be paid

50% to the United States and 50% to the Appropriate Plaintiff/Intervenor. Stipulated penalties

owed by Sunoco for SCEPs shall be paid 50% to the United States and 50% to the Appropriate

Plaintiff/Intervenor. Stipulated penalties owed by Sunoco tor SLEBPs shall be paid to the

Appropriate Plaintiff/Intervenor. Stipulated penalties owing to the United States of under

$10,000 will be paid by check and made payable to "U.S. Department of Justice," referencing

DOJ Case Number 90-5-2-174411 and USAO File Number 2006Z00256, and delivered to the

U.S. Attorney's Office for the Eastern District of Pennsylvania. Stipulated penalties owing to

the United States of $10,000 or more and stipulated penalties owing to a Plaintiff/Intervenor will

be paid in the manner set forth in Section X (Civil Penalty) of this Consent Decree. Stipulated

penalties owing to the State of Ohio will be paid by cashier's or certified check payable to the

"Order of Treasurer, State of Ohio," and sent to Amy Laws, Paralegal, or her successor,

Paralegal, Office of the Attorney General of Ohio, Environmental Enforcement Section, 30 East

Broad Street, 25th Floor, Columbus, Ohio 43215-3400. The memo portion of the check, or

some other prominent location on the transmittal letter or documentation, shall include a

reference to "A.G. EAGO No. 283198."

23. Paragraph 221 is revised to read as follows:

221. Exclusions from Release Coverage Regarding Applicable PSD/NSR

Requirements: Construction and/or Modification Not Covered by Paragraphs 217-219.

23

22. Paragraph 194 is revised to read as follows:

194. Payment of Stipulated Penalties. Stipulated penalties owed by Sunoco (with

regard to the Sunoco Refineries) and/or Holly (with regard to the Tulsa Refinery) shall be paid

50% to the United States and 50% to the Appropriate Plaintiff/Intervenor. Stipulated penalties

owed by Sunoco for SCEPs shall be paid 50% to the United States and 50% to the Appropriate

Plaintitlìlntervenor. Stipulated penalties owed by Sunoco tor SLEBPs shall be paid to the

Appropriate Plaintiff/Intervenor. Stipulated penalties owing to the United States of under

$10,000 will be paid by check and made payable to "U.S. Department of Justice," referencing

DOJ Case Number 90-5-2-1744/1 and USAO File Number 2006Z00256, and delivered to the

U.S. Attorney's Office for the Eastern District of Pennsylvania. Stipulated penalties owing to

the United States of $1 0,000 or more and stipulated penalties owing to a Plaintiff/Intervenor wil

be paid in the manner set foiih in Section X (Civil Penalty) of this Consent Decree. Stipulated

penalties owing to the State of Ohio will be paid by cashieï's Oï ceïtified check payable to the

"Order of Treasurer, State of Ohio," and sent to Amy Laws, Paralegal, or her successor,

Paralegal, Office of the Attorney General of Ohio, Environmental Enforcement Section, 30 East

Broad Street, 25th Floor, Columbus, Ohio 43215-3400. The memo portion of the check, or

some other prominent location on the transmittal letter or documentation, shall include a

reference to "A.G. EAGO No. 283198."

23. Paragraph 221 is revIsed to read as follows:

221. Exclusions from Release Coverage Regarding Applicable PSD/NSR

Requirements: Construction and/or Modification Not Covered by Paragraphs 217-219.

23
a. Sunoco. Notwithstanding the resolution ofliability in Paragraphs 217-

219, nothing in this Consent Decree precludes the United States and/or the

Plaintiff/Intervenors from seeking from Sunoco injunctive relief, penalties, or other

appropriate relief for violations by Sunoco of the Applicable NSRlPSD Requirements

resulting from: (l) construction or modification at the Marcus Hook, Philadelphia,

Toledo or Tulsa Refineries that commenced prior to the Date of Lodging of the Consent

Decree, if the resulting violations relate to pollutants or units not covered by the Consent

Decree; (2) any construction or modification at the Marcus Hook, Philadelphia or Toledo

Refineries that commence after the Date of Lodging of the Consent Decree; or (3) any

construction or modification at the Tulsa Refinery that commences after the Date of

Lodging of the Consent Decree and up to and including the Closing Date for the sale of

the Tulsa Refinery.

b. Holly. Notwithstanding the resolution ofliability in Paragraphs 217-219,

nothing in this Consent Decree precludes the United States and/or the

Plaintiff/Intervenors from seeking from Holly (1) injunctive relief for violations of the

Applicable NSRlpSD Requirements resulting from construction or modification at Tulsa

Refinery that commenced prior to the Closing Date for the sale of the Tulsa Refinery, if

the resulting violations relate to pollutants or units not covered by the Consent Decree; or

(2) injunctive relief, penalties, or other appropriate relief for violations by Holly of the

Applicable NSR/PSD Requirements resulting from any construction or modification at

the Tulsa Refinery that commences after the Closing Date for the sale of the Tulsa

Refinery.

24

a. Sunoco. Notwithstanding the resolution ofliability in Paragraphs 217-

219, nothing in this Consent Decree precludes the United States and/or the

Plaintiff/Intervenors from seeking from Sunoco injunctive relief, penalties, or other

appropriate relief for violations by Sunoco of the Applicable NSR/PSD Requirements

resulting from: (1) construction or modification at the Marcus Hook, Philadelphia,

Toledo or Tulsa Refineries that commenced prior to the Date of Lodging of the Consent

Decree, if the resulting violations relate to pollutants or units not covered by the Consent

Decree; (2) any construction or modification at the Marcus Hook, Philadelphia or Toledo

Refineries that commence after the Date of Lodging of the Consent Decree; or (3) any

construction or modification at the Tulsa Refinery that commences after the Date of

Lodging of the Consent Decree and up to and including the Closing Date for the sale of

the Tulsa Refinery.

b. Holly. Notwithstanding the resolution ofliability in Paragraphs 217-219,

nothing in this Consent Decree precludes the United States and/or the

Plaintiftìlntervenors from seeking from Holly (1) injunctive relief for violations of the

Applicable NSR/PSD Requirements resulting from construction or modification at Tulsa

Refinery that commenced prior to the Closing Date for the sale of the Tulsa Refinery, if

the resulting violations relate to pollutants or units not covered by the Consent Decree; or

(2) injunctive relief, penalties, or other appropriate relief for violations by Holly of the

Applicable NSR/PSD Requirements resulting from any construction or modification at

the Tulsa Refinery that commences after the Closing Date for the sale of the Tulsa

Retìnery.

24
24. Paragraph 222 is revised to read as follows:

222. Evaluation of Applicable PSD/NSR Requirements.

a. Sunoco. With respect to the Marcus Hook, Philadelphia and Toledo

Refineries, increases in emissions from units covered by this Consent Decree, where the

increases result from the Post-Lodging construction or modification of any units within

the Marcus Hook, Philadelphia or Toledo Refineries, are beyond the scope of the release

in Paragraphs 217-219, and Sunoco is not relieved from any obligation to evaluate any

such increases in accordance with the Applicable PSDINSR Requirements. With respect

to the Tulsa Refinery, increases in emissions from units covered by this Consent Decree,

where the increases result from the Post-Lodging construction or modification of any

units within the Tulsa Refinery, up to and including the Closing Date for the sale of the

Tulsa Refinery, are beyond the scope of the release in Paragraphs 217-219, and Sunoco is

not relieved from any obligation to evaluate any such increases in accordance with the

Applicable PSD/NSR Requirements.

b. Holly. With respect to the Tulsa Refinery,increases in emissions from

units covered by this Consent Decree, where the increases result from the construction or

modification of any units within the Tulsa Refinery after the Closing Date for the sale of

the Tulsa Refinery, are beyond the scope of the release in Paragraphs 217-219, and Holly

is not relieved from any obligation to evaluate any such increases in accordance with the

Applicable PSD/NSR Requirements.

25. Paragraph 240 is hereby amended to remove the references to and the address for

the Tulsa Refinery from the addresses listed for Sunoco and to include the following

information, and to update the addresses for EPA Headquarters:

25

24. Paragraph 222 is revised to read as follows:

222. Evaluation of Applicable PSD/NSR Requirements.

a. Sunoco. With respect to the Marcus Hook, Philadelphia and Toledo

Refineries, increases in emissions from units covered by this Consent Decree, where the

increases result from the Post-Lodging construction or modification of any units within

the Marcus Hook, Philadelphia or Toledo Retineries, are beyond the scope of the release

in Paragraphs 217-219, and Sunoco is not relieved from any obligation to evaluate any

such increases in accordance with the Applicable PSDINSR Requirements. With respect

to the Tulsa Refinery, increases in emissions from units covered by this Consent Decree,

where the increases result from the Post-Lodging construction or modification of any

units within the Tulsa Refinery, up to and including the Closing Date for the sale of the

Tulsa Refinery, are beyond the scope of the release in Paragraphs 217-219, and Sunoco is

not relieved from any obligation to evalüate any süch increases in accordance with the

Applicable PSD/NSR Requirements.

b. Holly. With respect to the Tulsa Refinery,increases in emissions from

units covered by this Consent Decree, where the increases result from the construction or

modification of any units within the Tulsa Refinery after the Closing Date for the sale of

the Tulsa Refinery, are beyond the scope of the release in Paragraphs 217-219, and Holly

is not relieved from any obligation to evaluate any such increases in accordance with the

Applicable PSD/NSR Requirements.

25. Paragraph 240 is hereby amended to remove the references to and the address for

the Tulsa Refinery from the addresses listed for Sunoco and to include the following

information, and to update the addresses for EPA Headquai1ers:

25
26

As to Holly:

Refinery Manager

1700 South Union

Tulsa, OK 74107

With a copy to:

General Counsel

Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

As to EPA:

Director, Air Enforcement Division

Office of Civil Enforcement

U.S. Environmental Protection Agency

Mail Code 2242-A

1200 Pennsylvania Avenue, N.W.

Washington, DC 20460-0001

With a hard copy to:

Director, Air Enforcement Division

Office of Civil Enforcement

c/o Matrix New World Engineering, Inc.

120 Eagle Rock Ave., Suite 207

East Hanover, NJ 07936-3159

and an electronic copy to

csullivan@matrixneworld.com

foley.patrick@epa.gov

26. The undersigned representatives are fully authorized to enter into the terms and

conditions of this amendment.

As to Holly:

Refinery Manager

1700 South Union

Tulsa, OK 74107

With a copy to:

General Counsel

Holly Corporation

100 Crescent Court, Suite 1600

Dallas, Texas 75201

As to EPA:

Director, Air Enforcement Division

Office of Civil Enforcement

U.S. Enviroiuental Protection Agency

Mail Code 2242-A

1200 Pennsylvania Avenue, N.W.

Washington, DC 20460-0001

With a hard copy to:

Director, Air Enforcement Division

Office of Civil Enforcement

c/o Matrix New World Engineering, Inc.

120 Eagle Rock Ave., Suite 207

East Hanover, NJ 07936-3159

and an electronic copy to

csul I i v an(fmatrixneworld. com

foley. patrick(fepa. gov

26. The undersigned representatives are fully authorized to enter into the tel1ns and

conditions of this amendment.

26
27. Neither the approval of Holly with respect to the Sunoco Refineries nor the

approval of Sunoco with respect to the Tulsa Refinery shall be required for any future

amendments of this Consent Decree to address a sale of all or any portion of a Refinery covered

by this Consent Decree.

28. This amendment may be executed in several counterparts, each of which will be

considered an original.

ORDER

Before the taking of any testimony, without adjudication of any issue of fact or law, and

upon the consent and agreement of the Parties, it is:

ORDERED, ADJUDGED and DECREED that this First Amendment to the Consent

Decree is hereby approved and entered as a final order of this court.

Dated and entered this __ . day of , 2009.

United States District Judge

27

27. Neither the approval of Holly with respect to the Sunoco Refineries nor the

approval of Sunoco with respect to the Tulsa Refinery shall be required for any future

amendments of this Consent Decree to address a sale of all or any portion of a Refinery covered

by this Consent Decree.

28. This amendment may be executed in several counterparts, each of which will be

considered an originaL.

ORDER

Before the taking of any testimony, without adjudication of any issue of fact or law, and

upon the consent and agreement of the Parties, it is:

ORDERED, ADJUDGED and DECREED that this First Amendment to the Consent

Decree is hereby approved and entered as a final order of this court.

Dated and entered this ~ day of ,2009.

United States District Judge

27
Date: ---------

WE HEREBY CONSENT to the foregoing First Amendment to the Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866.

FOR PLAINTIFF THE UNITED STATES OF AMERICA:

ROBERT D. BROOK

Assistant Chief

Environmental Enforcement Section

United States Department of Justice

P.O. Box 7611

Ben Franklin Station

Washington, DC 20044-7611

J6 C. CRUDEIv-----

fA ting Assistant Attorney General

nvironment and Natural Resources Division

United States Department of Justice

Washington, DC 20460

Date:

I.

I

WE HEREBY CONSENT to the foregoing First Amendment to the Consent Decree entered in

United States, et aL., v. Sunoco, Inc., Civil No. 05-02866.

FOR PLAINTIFF THE UNITED STATES OF AMERICA:

Date:

J6 C. CRUDE

íA ting Assistant Attorney General

nvironment and Natural Resources Division

United States Deparent of Justice

Washington, DC 20460

Date: ): l-~/e; 7 __l i I ( "

i~__~_

ROBERT D. BROOK

Assistant Chief

Environmental Enforcement Section

United States Department of Justice

P.O. Box 7611

Ben Franlin Station

Washington, DC 20044-7611
United States, et al.. v. Sunoco, Inc., Civil No. 05-02866 on March 21,2006.

WE HEREBY CONSENT to the foregoing First Amendment to the Consent Decree entered in

FORPLAINTlFF THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

ADAM M. KUSHNER

Director, Office of Civil Enforcement

United States Environmental Protection Agency

1200 Pennsylvania Avenue, NW

Washington, D.C. 20460-0001

Date:

Date: JOL£t=------

Senior A Homey, Air Enforcement Division

Office of Civil Enforcement

United States Environmental Protection Agency

1200 Pennsylvania Avenue, NW

Washington, D.C. 20460-0001

WE HEREBY CONSENT to the foregoing First Amendment to the Consent Decree entered in

United States, et ai.. v. Sunoco, Inc., Civil No. 05-02866 on March 21,2006.

FORPLAINTlFF THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

Date:

IJ

rifu, 7.1 4l ~- (L_ ADAM M. KUSHNR

Director, Offce of Civil Enforcement

United States Environmental Protection Agency

1200 Pennsylvana Avenue, NW

Washington, D.C. 20460-0001

Date: Mtt i,i., ~"\ JOL£

Senior Attorney, Air Enforcement Division

Oftìce of Civil Enforcement

United States Enviroruental Protection Agency

1200 Pennsylvania Avenue, NW

Washington, D.C. 20460-0001
WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866.

Date: ~C?~

FRANCINECARLINI! 7~)

Regional Manager

Air Quality

Commonwealth of Pennsylvania

Department of Environmental Protection

2 East Main Street

Norristown, PA 19401

FOR PLAINTIFFIINTERVENOR THE COMMONWEALTH OF PENNSYLVANIA:

WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

United States, et at., v. Sunoco, Inc., Civil No. 05-02866.

FOR PLAINTIFFJITERVENOR THE COMMONWEALTH OF PENNSYLVANIA:

Date: )ý-dj"r

( ~ÛJ.1¿ FRANCINE CARLINI! 7 iv.J

Regional Manager

Air Quality

Corronwea1th of Pennsylvania

Departent of Environmental Protection

2 East Main Street

Norristown, PA 19401
WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866.

FORPLAINTIFFIINTERVENOR THE CIT(j0F PHILADELPHIA:

Date siLO; ef1 41:--, v/f)~!?

( PATRICK K. O'NEILL 7 r -R'D 55

Divisional Deputy City Solicitor, Environmental

Law

City of Philadelphia Law Dept.

One Parkway Bldg. 16th Floor

1515 Arch Street

Philadelphia, PA 191 02

AITORNEY FOR PLAINTIFFIINTERVENOR

CITY OF PHILADELPHIA

WE HEREBY CONSENT to the entr of the First Amendment to the Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866.

FORPLAINTIFFIITERVENOR THE CIT(j0F PHILADELPHIA:

Date sl2ò/ df1 41:, v/l)~(ç ( PATRICK K. O'NEILL 7 l -R'D ß

Divisional Deputy City Solicitor, Environmental

Law

City of Philadelphia Law Dept.

One Parkway Bldg. 16th Floor

1515 Arch Street

Philadelphia, P A 191 02

AITORNEY FOR PLAINTIFFIITERVENOR

CITY OF PHILADELPHIA
WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

Un ired States. et al., ]'. Sunoco. IIIC., Civil No. 05-02866 on March 21,2006

FOR PLAINTIFF/INTERVENOR THE STATE OF OKLAHOMA:

ST VEN A. TOMPSON

~ r- Ex utive Director

Oklahoma Department of Environmental Quality

707 North Robinson

P.O. Box 1677

Oklahoma City, Oklahoma 73101-1677

WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

Unired SlUies, e( al., 1', SWlOCO, 11iC., Civil No. 05-02866 on March 21,2006

FOR PLAINTIFF/INTERVENOR THE STATE OF OKLAHOMA:

~rST VEN A. TOMPSON K,~

Ex utive Director

Oklahoma Department of Environmental Quality

707 North Robinson

P.O. Box 1677

Oklahoma City, Oklahoma 73101 -1677

Date: -S /;i 7/). 0 0 í
RICHARD CORDRAY

Attorney General of Ohio

WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

United States, et al.. v. Sunoco, Inc., Civil No. 05-02866.

FOR PLAINTIFFIINTERVENOR THE STATE OF OHIO:

By: en '

GRE~G~ ...

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Senior Assistant Attorney General (

Supervisor Air Enforcement Unit

30 East Broad Street, 25th Floor

Columbus, Ohio 43215-3400

ATTORNEY FOR PLAINTIFF/INTERVENOR

STATE OF OHIO

WE HEREBY CONSENT to the entry of the First Amendment to the Consent Decree entered in

United States, et aI., v. Sunoco, Inc., Civil No. 05-02866.

FOR PLAITIFFIlTERVENOR THE STATE OF OHIO:

RICHARD CORDRAY

Attorney General of Ohio

Date: 51rrló¡

(

By: en . /1 =tr/ ~¡1

GRE~G~ ... )¡ip)

Senior Assistant Attorney General

Supervisor Air Enforcement Unit

30 East Broad Street, 25th Floor

Columbus, Ohio 43215-3400

ATTORNEY FOR PLAINTIFF/INTERVENOR

STATE OF OHIO
WE HEREBY CONSENT to the foregoing First Amendment to the Consent Deeree entered in

United States, et a/., v. Sunoco, Inc., Civil No. 05-02866 on March 21, 2006

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Senior Viee President - Refining and Supply

Sunoeo, Inc.

1801 Market Street

Philadelphia, PA 19103

FOR DEFENDANT SUNOCO, INC.:

Date: 5/9. ?LOg

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Senior Counsel

Sunoeo, Inc. (R&M)

100 Green Street

P.o. Box 426

Marcus Hook, PA 19061

ATTORNEY FOR SUNOCO, INC.

WE HEREBY CONSENT to the foregoing First Amendment to the Consent Decree entered in

United States, et a/., v. Sunoco, Inc., Civil No. 05-02866 on March 21, 2006

FOR DEFENDANT SUNOCO, INC.:

Date: ç /z" # 'ì ~~~

Senior Vice President - Refining and Supply

Sunoco, Inc.

1801 Market Street

Philadelphia, PA 19103

Date: 5/9. ? IDe¡

. ez~"~

Senior Counel

Sunoco, Inc. (R&M)

100 Green Street

P.O. Box 426

Marcus Hook, P A i 906 i

ATTORNEY FOR SUNOCO, INC.
WE HEREBY CONSENT to the entry of the First Amendment to Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866 on March 21, 2006 II I

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FOR HOLLY REFINING & MARKETING - TULSA LLC

BY;~4·A~ George J.Damiris

Sr. Vice President, Supply & Marketing

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Date: S,..;>.(, - 0 'i

WE HEREBY CONSENT to the entr of the First Amendment to Consent Decree entered in

United States, et al., v. Sunoco, Inc., Civil No. 05-02866 on March 21, 2006 ii I

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FOR HOLLY REFINING & MARTIG - TULSA LLC By;~4.¡i~ George J.Damiris

Sr. Vice President, Supply & Marketing

Date: S ,. .;(" - 0 'i

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