_____________________________________ UNITED STATES DISTRICT COURT FOR THE SOUTHERN DIST RICT OF ILLINOIS

) UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) and the STATE of ALABAMA, the STATE ) of ILLINOIS, the STATE of IOWA, ) the STATE of KANSAS, the STATE of ) MICHIGAN, the STATE of MISSOURI, ) the STATE of NEW YORK, the STATE ) OF OHIO, the STATE of PENNSYLVANIA, ) the STATE of SOUTH CAROLINA ) DEPARTMENT OF HEALTH AND ) ENVIRONMENTAL CONTROL, ) the WASHINGTON STATE ) DEPARTMENT OF ECOLOGY, ) the OKLAHOMA DEPARTMENT OF ) ENVIRONMENTAL QUALITY, and ) the PUGET SOUND CLEAN AIR AGENCY, ) ) Plaintiff-Intervenors, ) ) Civil Action No.

______ v. ) ) LAFARGE NORTH AMERICA, INC., ) LAFARGE MIDWEST, INC. , and ) LAFARGE BUILDING MATERIALS, INC., ) ) Defendants. ) _____________________________________ )

CONSENT DECREE

### Table of Contents
I. JURISDICTION AND VENUE

................................................................................................. 3
II. APPLICABILITY

............................................................................................................ ......... 3
III. DEFINITIONS

............................................................................................................. ............ 5
IV. CIVIL PENALTY

............................................................................................................ ..... 19
V. NO x CONTROL TECHNOLOGY, EMISSI ON LIMITS, TONNAGE LIMITS, AND MONITORING REQUIREMENTS

............................................................................. 26
A. NO x Control Technology, Emission Limits and Tonnage Limits.

.......................... 26
B. NO x Continuous Emission Monitoring Systems

..................................................... 47
VI. SO 2 CONTROL TECHNOLOGY, EMISSI ON LIMITS, TONNAGE LIMITS, AND MONITORING REQUIREMENTS

....................................................................................... 48
A. SO 2 Control Technology, Emission Limits, and Tonnage Limits.

......................... 48
B. SO 2 Continuous Emission Monitoring Systems

...................................................... 70
VII. TEMPORARY CESSATION OF KILN OPERATION

...................................................... 71
VIII. ELECTION TO RETIRE AND REPLACE KILNS

........................................................... 73
IX. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS

...................................................................................................................... .... 74
X. PERMITS

................................................................................................................... ............. 76
XI. REVIEW AND APPROV AL OF SUBMITTALS

................................................................ 81
XII. REPORTING REQUIREMENTS

........................................................................................ 82
XIII. STIPULATED PENALTIES

.............................................................................................. 86
XIV. FORCE MAJEURE

........................................................................................................... . 95
XV. DISPUTE RESOLUTION

................................................................................................... 98
XVI. INFORMATION COLLE CTION AND RETENTION

................................................... 100
XVII. EFFECT OF SETTLEMENT/ RESERVATION OF RIGHTS

....................................... 103
iXVIII. COSTS

................................................................................................................. .......... 106
XIX. NOTICES

.................................................................................................................. ........ 106
XX. EFFECTIVE DATE

........................................................................................................... 111
XXI. RETENTION OF JURISDICTION

.................................................................................. 111
XXII. MODIFICATION

........................................................................................................... . 111
XXIII. TERMINATION

........................................................................................................... . 112
XXIV. PUBLIC PARTICIPATION

.......................................................................................... 113
XXV. SIGNATORIES/SERVICE

............................................................................................. 114
XXVI. INTEGRATION

............................................................................................................ 114
XXVII. FINAL JUDGMENT

.................................................................................................... 115
XXVIII. APPENDIX

............................................................................................................. .... 115

iiWHEREAS, Plaintiff, the United States of America, on behalf of the United States Environmental Protection Agency (herein U.S. EPA") has, simultaneously with the lodging of this Consent Decree filed a Complaint against Defendants, Lafarge North America Inc., (“Lafarge”) and its wholly owne d subsidiaries Lafarge Midwest, Inc. (“Lafarge Midwest”) and Lafarge Building Materials Inc. (“Lafarge Material s”) (collectively “Defe ndants”), pursuant to Sections 113(b) and 167 of the Clean Air Act (“Clean Air Act” or “t he Act”), 42 U.S.C. §§ 7413(b) and 7477, for injunctive relief and the assessm ent of civil penalties for violations of one or more of the following statutory and regulatory requirements of the Act at one or more of each of the individual Defendant’s Portland cement plants which collectively are located in thirteen (13) different states within th e United States: the Prevention of Significant Deterioration (“PSD”) provisions of the Act, 42 U.S.C. §§ 7470-7492; and/or the nonattainme nt New Source Review (“nonattainment NSR”) provisions of the Act, 42 U.S.C. §§ 7501-7515; a nd/or the federallyapproved and enforceable state implementation plans (“SIPs”), which incorporate and/or implement the above-listed federal PSD and/or nonattainment NSR requirements; and Title V of the Act, 42 U.S.C. §§ 7661-7661f, and Title V’s implementing federal and state regulations. WHEREAS, the State of Alabama, the State of Illinois, the State of Iowa, the State of Kansas, the State of Michigan, the State of Misso uri, the State of New Yo rk, the State of Ohio, the State of Pennsylvania, the South Carolina Depa rtment of Health and Environmental Control, the Washington State Department of Ecology, the Oklahoma Department of Environmental Quality, and the Puget Sound Clean Air Agency (col lectively, “State Plaintiffs”) have filed a Complaint in Intervention; WHEREAS, U.S. EPA has provided notice of the violations alleged herein to the Defendants and to each of the states where Defenda nts' Facilities identified in the Complaint and

1Complaint in Intervention are located, and to the Puget Sound Clean Air Agency, pursuant to Section 113(a) of the Act, 42 U.S.C. § 7413(a), and Defendants stipulate that they have received actual notice of the violations alleged in the Complaint and the Complaint in Intervention and that they do not contest the ad equacy of the notice provided. WHEREAS, the Lafarge Companies deny the a llegations of the Complaint of the United States and the Complaint in Intervention of the St ate Plaintiffs and do not admit that they have any liability to the United States or the State Pl aintiffs for civil penalties or injunctive relief arising out of the transactions and occurrences alleged in the Complaint or Complaint in Intervention; WHEREAS, Plaintiff United St ates, the State Plaintiffs, and the Lafarge Companies have agreed that settlement of this action is in th e public interest and will result in air quality improvements in the areas where Defendants’ F acilities are located, and that entry of this Consent Decree without further liti gation is the most appropriate m eans of resolving this matter; and WHEREAS, the Parties rec ognize, and the Court by enteri ng this Consent Decree finds, that this Consent Decree has b een negotiated by the Parties in good faith and will avoid litigation between the Parties and that this Consent Decree is fair, reasonab le, and in the public interest. NOW, THEREFORE, before the taking of any testimony, without the adjudication or admission of any issue of fact or law except as provided in Section I (J urisdiction and Venue), below, and with the consent of the Partie s, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED as follows:

2I. JURISDICTION AND VENUE
1. This Court has jurisdiction of the subj ect matter herein and over the Parties consenting hereto pursuant to Sections 113(b), 167, and 304(a) of the Act, 42 U.S.C. §§ 7413(b), 7477, and 7604(a), and pursuant to 28 U.S.C. §§ 1331, 1345, 1355 and 1367(a). Venue is proper under Sections 113(b) and 304(c) of the Act, 42 U.S.C. §§ 7413(b) and 7604(c), and under 28
U.S.C. §§ 1391(b) and (c) and 1395(a). For purpo ses of this Consent Decree and the underlying Complaint and Complaint in Inte rvention, the Defendants waive all objections and defenses they may have to the Court’s juri sdiction over this ac tion, to the Court’s jurisdiction over the Defendants, and to venue in this District. Fo r the purposes of the Complaint and Complaint in Intervention filed by the Plaintiffs in this ma tter and resolved by the Consent Decree, Defendants waive any defense or objection based on standing.
2. For purposes of this Consent Decree, the Lafarge Companies agree that the Complaint and Complaint in Inte rvention state claims upon which relief may be granted pursuant to Sections 113 and 167 of the Act, 42 U.S.C. §§ 7413 and 7477.
II. APPLICABILITY
3. The obligations of this Consent Decree apply to and are binding upon the United States, the State of Alabama, the State of Illinois, the State of Iowa, the State of Kansas, the State of Michigan, the State of Missouri, the State of New York, the State of Ohio, the State of Pennsylvania, the South Carolina Department of Health and Environmental Control, the Washington State Department of Ecology, the Ok lahoma Department of Environmental Quality, and the Puget Sound Clean Air Agency, and join tly and severally, upon the Lafarge Companies, and any successors, assigns, or other en tities or persons otherwise bound by law.

34. At least 30 Days prior to any transfer of ownership or operation of any Facility identified in Paragraph 7.w., (except for Atla nta Cement Plant) the Lafarge Companies shall provide a copy of this Consen t Decree to the proposed tran sferee and shall simultaneously provide written notice of the prospective transfer , together with a copy of the proposed written agreement, to U.S. EPA, the United States, and th e Affected State(s) in accordance with Section XIX (Notices) of this Consent Decree. No transfer of ownership or operation of a Facility identified in Paragraph 7.w., whether in complia nce with the procedures of this Paragraph or otherwise, shall relieve the Lafarge Companies of their obligation to ensure that the terms of the Decree are implemented, unless:

a. the transferee agrees, in writing, to undert ake the obligations required by Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VII (Temporar y Cessation of Kiln Operation), VIII (Election to Retire and Replace Kilns), IX (Prohibition on Netting Credits or Offsets From Required Controls), S ection X (Permits), Section XI (Review and Approval of Submittals), Section XII (Reporting Re quirements), Section XIII (Stipulated Penalties), Section XIV (Force Majeure), Section XV (Dispute Resolution), and XVI (Information Collection and Retention) of this Decree applicable to such Facility and further agrees in writing to be substitu ted for the Defendants as a Party under the Decree with respect to such Facility and thus become bound by the terms thereof; b. the United States and the Affected State(s) determine that the transferee has the financial and technical ability to assume th e Consent Decree’s obligations applicable to such Facility;

4c. the United States and the Affected State(s) consent, in writing, to relieve Defendants of their Consent Decree obligations applicable to such Facility, and d. the transferee becomes a party to this Cons ent Decree with respec t to the transferred Facility, pursuant to Secti on XXII (Modification). Any attempt to transfer ownership or operation of any of the Facilities identified in Paragraph 7.w., or any portion thereof, without complying with this Paragraph constitutes a violation of this
Decree.
5. The Lafarge Companies shall provide a copy of this Cons ent Decree to all officers, employees, and agents whose duties might reasona bly include compliance with any provision of this Decree, as well as to any Contractor retained to provide services requir ed to comply with the provisions of this Consent Decree. The Lafarg e Companies shall condition any such contract upon performance of the services in conformity with the provis ions of this Consent Decree.
6. In any action to enforce this Consent Decree, the Lafarge Companies shall not raise as a defense the failure by any of its officers, directors, employees, agents, or Contractors to take any actions necessary to comply with the provisions of this Consent Decree.
III. DEFINITIONS
7. Terms used in this Consent Decree that are defined in the Act or in regulations promulgated by U.S. EPA pursuant to the Act sha ll have the meanings assigned to them in the Act or such regulations, unless ot herwise provided in this Decree. Whenever the terms set forth below are used in this Consent Decree , the following definitions shall apply:

a. “30-Day Rolling Average Emission Limit” sha ll mean with respec t to any Kiln (or Kilns, in the case of Ravena) at a Facilit y, the maximum allowable rate of emission of a specified air pollutant from such Kiln or Kilns and shall be expressed as pounds of

5such air pollutant emitted per Ton of clinker produced. Compliance with the 30-Day Rolling Average Emission Limit shall be determined in accordance with the following procedure, beginning on the 30 th Day after the applicable deadline for Commencement of Continuous Operat ion pursuant to Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements): first, sum the total pounds of the air pollutant in question emitted from the Kiln or Kilns during an Operati ng Day and the previous twenty-nine (29) Operating Days as measured pursuant to Section V.B. (NO x Continuous Emission Monitoring Systems) or Section VI.B. (SO 2 Continuous Emission Monitoring Systems), as applicable; sec ond, sum the total Tons of clinker produced by the Kiln or Kilns during the same Operating Day and previous 29 Operating Days; and third, divide the total number of pounds of the air pollutant emitted from the Kiln or Kilns during the thirty (30) Operat ing Days by the total Tons of clinker produced by such Kiln or Kilns during the sa me 30 Operating Days. A new compliance determination of the 30-Day Rolling Average Emission Li mit shall be calculated for each new Operating Day in accordance with the provi sions of this Consent Decree. In calculating each compliance determinati on of the 30-Day Rolling Average Emission Limit in accordance with this Paragraph 7.a., for a specified air pollutant at any Facility, the tota l pounds of such air pollutant emitted from the Kiln or Kilns during a specified period (Operating Day or 30-Day Pe riod) shall include all emissions of that pollutant from the subject Kiln that o ccur during the specified period, including emissions during each Startup, Shutdown, or Malfunction, except to the extent a

6Malfunction qualifies as a Force Majeure ev ent under Section XIV and the Lafarge Companies have complied with the requirements of that Section. b. “30-Day Rolling Average Emission Rate” shall mean with respect to each Kiln (or Kilns, in the case of Ravena) the rate of emission of a specified air pollutant (NO x or SO 2 ) expressed as pounds (lbs.) per Ton of clinker produced at such Kiln(s) and calculated in accordance with the following procedure: first, su m the total pounds of the pollutant in question emitted from the specified Kiln(s) during an Operating Day and the previous twenty-nine (29) Operating Days, as measured pursuant to Section
V.B. (NO x Continuous Emission Monitoring Systems) or Section VI.B. (SO 2 Continuous Emission Monitoring Systems), as applicable; second, sum the total Tons of clinker produced by that Kiln during the same Operating Day and previous 29 Operating Days; and third, divide the total number of pounds of the specified pollutant emitted from the Kiln(s) during th e thirty (30) Operating Days referred to above by the total Tons of clinker produ ced at such Kiln(s) during the same 30 Operating Days. A new 30-Day Rolling Av erage Emission Rate shall be calculated for each new Operating Day. In calculating each 30-Day Rolling Average Emission Rate, the total pounds of any pollutant emitte d from a Kiln during a specified period (Operating Day or 30-Day Period) shall include all emission s of that pollutant from the subject Kiln that occur during the sp ecified period, includ ing emissions during each Startup, Shutdown, or Malfunction;

c. “Affected State” shall mean any State Plaintiff and its agencies and political subdivisions having jurisdicti on over a Facility addressed in this Consent Decree; d. “Business Day” means any Day, except for Saturday, Sunday, and federal holidays.

7e. “CEMS” or “Continuous Emission Monitori ng System” shall mean, for obligations involving NO x and SO 2 under this Consent Decree, the devices defined, installed, calibrated, maintained, and operated in accordance with 40 C.F.R. § 60.13 and 40 C.F.R. Part 60 Appendix B and Appendix F; f. “Commence” or “Commencement” of opera tion of a Control Technology shall mean to begin the introduction of the reagent employed by the Control Technology, or as otherwise defined by U.S. EPA and the A ffected State in approving an alternative Control Technology pursuant to Paragraphs 52.f. and 57.f of this Consent Decree;
g. “Complaint” shall mean the complaint filed by the United States in this action; h. “Complaint in Intervention” shall mean th e complaint filed by the intervening State Plaintiffs in this action; i. “Consent Decree” or “Decree ” shall mean this Decree and the Appendix attached hereto (listed in Section XXV III), but in the event of any conflict between the text of this Decree and any Appendix, the te xt of this Decr ee shall control; j. “Continuously Operate” or “Con tinuous Operation” shall mean that when a Control Technology is used at a Kiln, except duri ng a Malfunction of the Control Technology, it shall be operated at all times of Kiln Operation, consistent with the technological limitations, manufacturers’ specifications , and good engineering and maintenance practices for such Control Technology and the Kiln; k. “Contractor” shall mean any person or entity hired by the Lafarge Companies to perform services on its behalf necessary to comply with the provisions of this Consent Decree;

8l. “Control Efficiency” shall mean the extent of reduction in the emissions of a specific air pollutant;

m. “Control Technology” shall mean Selective Non-Catalytic Reduction, Selective Catalytic Reduction, Dry Absorbent Addition, or Wet Flue Gas Desulphurization, or other alternative technology approved by U.S. EPA and the Affected State(s) pursuant to Paragraphs 52.f or 57.f of this Consent Decree;

n. “Date of Lodging of the Cons ent Decree” or “Date of Lodging” shall mean the date the Consent Decree is filed for lodging with the Clerk of the Court for the United States District Court for the Southern District of Illinois;

o. “Day” shall mean a calendar day unless expre ssly stated to be a Business Day. In computing any period of time under this C onsent Decree, where the last day would fall on a Saturday, Sunday, or federal holiday, the period shall r un until the close of business of the next Business Day;
p. “Defendants” or “Lafarge Companies” shall mean Lafarge North America, Inc., Lafarge Midwest, Inc. and Lafarge Building Materials, Inc.;
q. “Demonstration Phase” shall mean that pe riod of time identified in the Appendix during which the Lafarge Companies will establish a 30-Day Rolling Average Emission Limit that is achievable through the implementation of Control Technology at a given Kiln and that will be appl ied in accordance with Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) of this Consent Decree;

9r. “Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit” shall mean, with respect to any Kiln or Kilns at a Facility, the maximum allowable rate of emission of a specified air pollutant from such Kiln or Kilns and shall be expressed as pounds of such air pollutantemitted per Ton of clinker produced. Compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit shall be determined in accord ance with the following procedure: first, sum the total pounds of the air pollutant in question emitted from the Kiln or Kilns during the most recent complete month and the previous eleven (11) months, as measured pursuant to Section V.B. (NO x Continuous Emission Monitoring Systems) or Section VI.B. (SO 2 Continuous Emission Monitoring Systems), as applicable; second, sum the total Tons of clinker produced by the Kiln or Kilns during the most recent complete month and the previous 11 months; and third, divide the total number of pounds of the air pollutant emitted from th e Kiln or Kilns during the twelve (12) months by the total Tons of clinker produ ced by such Kiln or Kilns during the 12 months. A new compliance determination of the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit sha ll be calculated for each new complete month in accordance with the provisions of this Consent Decree. In calculating each compliance determination of the Demons tration Phase Facility-Wide 12-Month Rolling Average Emission Limit for a specified air pollutant at any Facility, the total pounds of such air pollutant emitted from the Kiln or Kilns during the 12-month period shall include all emissions of that air pollutant during each Startup, Shutdown or Malfunction that occurs during the 12-m onth period at issue. A Demonstration Phase Facility-Wide 12-Month Rolling Av erage Emission Limit shall apply only

10during the Demonstration Phase and until a 30-Day Rolling Average Emission Limit is established under the Appe ndix of the Consent Decree;

s. “Dry Absorbent Addition” or “DAA” shal l mean a pollution c ontrol system that combines a dry alkaline or semi-dry alkaline reagent directly with the Kiln gas stream to achieve the reduction of sulfur dioxide emissions;

t. “Effective Date” shall have the meaning given in Paragraph 156.

u. “Emission Limit” shall mean the maximum allowable Emission Rate of a specified air pollutant from any Kiln or Kilns and shall be expressed as pounds of such air pollutant emitted per To n of clinker produced;

v. “Emission Rate” for a specified air pollutant from any Kiln or Kilns shall mean the number of pounds of such air pollutant emitted per Ton of clinker measured in accordance with this Consent Decree;

w. “Facilities” shall mean the following thir teen (13) Portland ce ment manufacturing facilities used for the production of Portland cement. Each of these facilities may be referred to as a “Facility.” (1) Alpena Cement Plant, 14 35 Ford Avenue; Alpena, Michigan 49707 (hereinafter “Alpena” or “Alpena, Michigan”); (2) Ravena Plant, P.O. Box 3 or Route 9W, Ravena, New York 12143 (hereinafter “Ravena” or “Ravena, New York”); (3) Tulsa Cement Plant, 2609 North 145 th East Avenue, Tulsa, Oklahoma 74116 (hereinafter “Tul sa” or “Tulsa, Oklahoma”); (4) Fredonia Cement Plant, 1400 South Cement Road, Fredonia, Kansas 66736 (hereinafter “Fredoni a” or “Fredonia, Kansas”);

11(5) Sugar Creek Cement Plant, 2200 N. Courtney Road, Sugar Creek, Missouri 64050 (hereinafter “S ugar Creek” or “Sugar Creek, Missouri”); (6) Davenport Cement Plant, PO Box 690, 301 East Front Street, Buffalo, Iowa 52728 (hereinafter “Davenport” or “Davenport, Iowa”); (7) Paulding Cement Plant, 11435 Road 176, Paulding, Ohio 45879 (hereinafter “Paulding” or “Paulding, Ohio”); (8) Joppa Cement Plant, 2500 Portland Road, Grand Chain, Illinois 62941 (hereinafter “Joppa” or “Joppa, Illinois”); (9) Seattle Cement Plant, 5400 We st Marginal Way Southwest, Seattle, Washington 98019 (hereinafter “Seattle” or “Seattle, Washington”); (10) Whitehall Cement Plant, 5160 Main Street, Whitehall, Pennsylvania 18052 (hereinafter “Whitehall” or “Whitehall, Pennsylvania”); (11) Harleyville Cement Plant, 463 Judge Street, Harleyville, South Carolina 29448 (hereinafter “Harle yville” or “Harleyville, South Carolina”); (12) Atlanta Cement Plant, 25 20 Paul Avenue, NW, Atlanta, Georgia 30318 (hereinafter “Atlanta” or “Atlanta, Georgia”); and (13) Roberta Cement Plant, 8039 Highway 25 West, Calera, Alabama, 35040 (hereinafter “Roberta” or “Roberta, Alabama”).

12x. “Facility-Wide 12-Month Rolling Average Emi ssion Limit” shall mean, with respect to any Kiln or Kilns at a Facility, the maximum allowable rate of emission of a specified air pollutant from such Kiln or Kilns and shall be expressed as pounds ofsuch air pollutant emitted per Ton of clinker produced. Compliance with the FacilityWide 12-Month Rolling Average Emission Limit shall be determined in accordance with the following procedure, beginning on the 12 th month after the applicable deadline for Continuous Operati on pursuant to Section V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), respectively: first, sum the to tal pounds of the air pollutant in question emitted from the Kiln or Kilns during the most recent complete month and the previous eleven (11) months; second, sum the total Tons of clinker produced by the Kiln or Kilns during the most recent comple te month and the previous 11 months, as measured pursuant to Section V.B. (NO x Continuous Emission Monitoring Systems) or Section VI.B. (SO 2 Continuous Emission Monitoring Systems), as applicable; and third, divide the total number of pounds of the air pollutant emitted from the Kiln or Kilns during the twelve (12) months by th e total Tons of clinker produced by such Kiln or Kilns during the 12 months. A new compliance determination of the FacilityWide 12-Month Rolling Average Emission Li mit shall be calculated for each new complete month in accordance with the pr ovisions of this C onsent Decree. In calculating each compliance determinati on of the Facility-Wide 12-Month Rolling Average Emission Limit for a specified air pollutant at any Faci lity, the total pounds of such air pollutant emitted from the Kiln or Kilns shall include all emissions of that

13air pollutant during each St artup, Shutdown or Malfunction that occurs during the 12

- month period at issue;
y. “Facility-Wide 12-Month Rolling Tonnage Lim it,” shall mean, with respect to any Facility, the maximum allowable Tons of a specified air pollutant that may be emitted from all Kilns at a Facility during any consecutive 12-month period, expressed as Tons of such air pollutant. Complian ce with the Facility-Wide 12-Month Rolling Tonnage Limit shall be determined on a m onthly basis by summing the total Tons of the air pollutant in question emitted from all Kilns at a Facility during the most recent complete month and the previous eleven (11) months, as measured pursuant to Section V.B. (NO x Continuous Emission Monitoring Sy stems) or Section VI.B. (SO 2 Continuous Emission Monitoring Systems) , of this Consent Decree. A new compliance determination of the Facility-Wide 12-Month Rolling Tonnage Limit shall be calculated for each new complete month in accordance with the provisions of this Consent Decree. In calculating each compliance determination of the FacilityWide 12-Month Rolling Tonnage Limit for a specified air pollutant at any Facility, the total Tons of such air pollutant emitted from the Kiln or Kilns shall include all emissions of that air pollutant during each Startup, Shutdown, or Malfunction that occurs during the 12-month period at issue;

z. “Kiln” as used in this Consent Decree shall have the same meaning as defined at 40
C.F.R. § 63.1341. The following are identifi ed as the individual Kilns at each Facility: (1) Alpena, Michigan: Alpena Kiln 19, Alpena Kiln 20, Alpena Kiln 21 (collectively, “Kiln Group 5”or “KG5”), Alpena Kiln 22 and

14Alpena Kiln 23 (collectively, “K iln Group 6” or “KG6”), including any Replacement pursuant to Sections VIII (Election to Retire and Replace Kilns) and IX (Prohibiti on on Netting Credits or Offsets from Required Controls); (2) Ravena, New York: Ravena Kiln 1, Ravena Kiln 2, including any Replacement pursuant to Sections VIII (Election to Retire and Replace Kilns) and IX (Prohibiti on on Netting Credits or Offsets from Required Controls); (3) Tulsa, Oklahoma: Tulsa Kiln 1, Tulsa Kiln 2; (4) Fredonia, Kansas: Fredonia Kiln 1, Fredonia Kiln 2; (5) Sugar Creek, Missour i: Sugar Creek Kiln 3; (6) Davenport, Iowa: Davenport Kiln 1; (7) Paulding, Ohio: Pauldi ng Kiln 1, Paulding Kiln 2; (8) Joppa, Illinois: Joppa Kiln 1, Joppa Kiln 2, and Joppa Kiln 3; (9) Seattle, Washington: Seattle Kiln 1; (10) Whitehall, Pennsylvania: Whitehall Kiln 2, Whitehall Kiln 3; (11) Harleyville, South Ca rolina: Harleyville Kiln 1; (12) Atlanta, Georgia: Atlanta Kiln 1; (13) Roberta, Alabama: Roberta Kiln 5.

aa. “Kiln Operation” shall mean any period when any raw materials are fed into the Kiln or any period when any combustion is occurr ing or fuel is being fired in the Kiln; bb. “Lafarge Companies” shall mean Lafarge No rth America, Inc., Lafarge Midwest, Inc., Lafarge Building Materials, Inc. or any of the foregoing;

15cc. “Malfunction” as used in this Consen t Decree shall have the same meaning as defined at 40 C.F.R. § 60.2; dd. “National Ambient Air Quality Standards” or “NAAQS” shall mean national ambient air quality standards that are promulgated pursuant to Section 109 of the Act, 42
U.S.C. § 7409;

ee. “NO x ” shall mean oxides of nitrogen, measured in accordance with the provisions of this Consent Decree; ff. “Non-attainment NSR” shall mean the non-attainment area New Source Review (NSR) program within the mean ing of Part D of Subchapter I of the Act, 42 U.S.C. §§ 7501-7515, 40 C.F.R. Part 51, and any app licable State Implementation Plan.
gg. “Operating Day” shall mean any Day on which Kiln Operation has occurred; hh. “Operating Month” shall mean any calenda r month in which Kiln Operation has occurred; ii. “Optimization Phase” shall mean those require ments identified in Section IV of the Appendix (Control Technology Start Up and Optimization Period); jj. “Paragraph” shall mean a portion of this Decree identified by an Arabic numeral; kk. “Parties” shall mean the United States, the St ate of Alabama, the State of Illinois, the State of Iowa, the State of Kansas, the Stat e of Michigan, the State of Missouri, the State of New York, the State of Ohio, th e State of Pennsylvania, Washington State Department of Ecology, the South Carolina Department of Health and Environmental Control, the Oklahoma Department of E nvironmental Quality, the Puget Sound Clean Air Agency, and the Lafarge Companies;

16ll. “PSD” shall mean the Prevention of Signi ficant Deterioration program within the meaning of Part C of Subchapter I of th e Act, 42 U.S.C. §§ 7470-7492, 40 C.F.R. Part 52, and any applicable State Implementation Plan;

mm. “Replace” or “Replacement” shall mean th e construction of any new Kiln at the Ravena or Alpena Facilities pursuant to Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) of this Consent Decree, such that the Kiln repl aced by the new Kiln has been Retired;

nn. “Retire” or “Retirement” shall mean, with respect to any Kiln: (1) to permanently Shut Down the Kiln; and (2) to file an application in accordance with the Affected State’s SIP to remove permanently any legal authorization for furt her operation of the Kiln.

oo. “Section” shall mean a portion of this Decree identified by a Roman numeral;
pp. “Selective Catalytic Reduction System” or “SCR” shall mean a pollution control system that employs ammonia-based reagen t injection and a catalyst to speed the reaction of the reagent with NO x , for the purpose of reducing NO x emissions;
qq. “Selective Non-Catalytic Reduction” or “SNCR” shall mean a pollution control system that injects an ammonia-based reagen t into the gas stream without the use of a catalyst for the purpose of reducing NO x emissions;

rr. “SO 2 ” means the pollutant sulfur dioxide, m easured in accordance with the provisions of this Consent Decree;

ss. “Shut Down” shall mean the cessation of Kiln Operation;

17tt. “Startup” shall mean the begi nning of Kiln Operation;

uu. “State Plaintiff” or “State” shall mean any of the following: the State of Alabama, the State of Illinois, the State of Iowa, the St ate of Kansas, the State of Michigan, the State of Missouri, the State of New York, the State of Ohio, the State of Pennsylvania, the South Carolina Department of Health and Environmental Control, the Washington State Department of Ecol ogy, the Oklahoma Department of Environmental Quality, or the Puget Sound Clean Air Agency;

vv. “Temporary Cessation,” “Temporary Cessation of Kiln Operation” or “Temporarily Cease Kiln Operation” shall mean the period when a Kiln is not in a state of Kiln Operation and the Lafarge Companies have provided the required notice pursuant to Paragraph 82 of Section VII (Temporary Cessa tion of Kiln Operati on) of this Consent Decree;

ww. “Title V permit” shall mean a permit requi red by and issued in accordance with the requirements of 42 U.S.C. §§ 7661 - 7661f;

xx. “Ton” or “Tons” shall mean short ton or short tons;
yy. “Tonnage Limit” shall mean the total amount of NO x or SO 2 emissions allowed under this Consent Decree, expressed as Tons.

18zz. “United States” shall mean the United Stat es of America, acting on behalf of U.S. EPA;

aaa. “U.S. EPA” shall mean the United States Environmental Protection Agency and any of its successor departments or agencies; and bbb. “Wet Flue Gas Desulphurization System,” or “Wet FGD,” shall mean a pollution control system that employs wet gas scr ubber technology to achieve the reduction of sulfur dioxide emissions.
IV. CIVIL PENALTY
8. Within thirty (30) Days after the Eff ective Date of this Consent Decree, the Lafarge Companies shall pay to the United St ates as a civil penalty the sum of $3,383,000, together with interest accruing fr om the Effective Date through the date of payment, at the rate specified in 28 U.S.C. § 1961 as of the Effectiv e Date. The Lafarge Companies shall pay the civil penalty due under this Paragraph 8 by FedW ire Electronic Funds Transfer (“EFT”) to the
U.S. Department of Justice in accordance with writ ten instructions to be provided to the Lafarge Companies following lodging of the Consent Decree by the Financial Litigation Unit of the U.S. Attorney’s Office for the Southern District of Illinois, 9 Execu tive Drive, Fairview Heights, Illinois 62208; telephone (618) 628- 3700. At the time of payment, the Lafarge Companies shall send a copy of the EFT authorization form and the EFT transaction record, together with a transmittal letter, which shall state that the paymen t is for the civil penalty owed pursuant to the Consent Decree in United States, et al. v. Lafarge North America, Inc., et al. , and shall reference the civil action number and DOJ case number 90-5-2-1-08221, to the United States in

19accordance with Section XIX of this Decree (Notices); by email to acctsreceivable.CINWD@epa.gov ; and to:
U.S. EPA Cinci nnati Finance Office 26 Martin Luther King Drive Cincinnati, Ohio 45268.
9. Within thirty (30) Days after the Eff ective Date of this Consent Decree, the Lafarge Companies shall pay civil penalties, toge ther with interest accruing from the Effective Date through the date of payment at the rate identified in Paragraph 8, in the following amounts to the following Affected States in accord ance with the payment instructions below:
State Amount Payment Instructions Alabama $55,250 (plus interest per Paragraph 8 if applicable) Corporate check made payable to “Alabama Department of Environmental Management” and mailed to: Alabama Department of Environmental Management P.O. Box 301463 Montgomery, AL 36130-1463 Kansas $55,250 (plus interest per Paragraph 8 if applicable) Check payable and mailed to: Kansas Department of Health and Environment Address: Kansas Department of Health and Environment 1000 SW Jackson Street, Suite 310 Topeka, Kansas 66612-1366 Attn: Victor Cooper The memorandum portion of the check shall identify the case number.

20State Amount Payment Instructions

Illinois $135,000 (plus interest per Paragraph 8 if applicable) Lafarge shall pay to the State of Illinois a civil penalty of $135,000.00 to be paid as follows: $85,000.00 to the Illinois EPA for deposit into the Environmental Protection Trust Fund (“EPTF”) and $50,000.00 to the Illinois Attorney General’s Office for deposit into the State Pr ojects and Court Ordered Distribution Fund for subsequent expenditure as authorized by the Attorney General. The $85,000.00 payment to the Illinois EPA shall be made by certified check or money order payable to the Illinois EPA for deposit into the Environmental Protection Trust Fund ("EPTF"). Payments shall be sent by first class mail and delivered to: Illinois Environmental Protection Agency Fiscal Services 1021 North Grand Avenue East P.O. Box 19276 Springfield, IL 62794-9276 The name, case number and the Defendant's federal tax identification number shal l appear on the face of the certified check or mone y order. A copy of the certified check or money order and any transmittal letter shall be sent to: Environmental Bureau Illinois Attorney General's Office 500 South Second Street Springfield, Illinois 62706 The $50,000.00 payment to the Illinois Attorney General’s Office shall be made by certified check or money order payable to the Illinois Attorney General's Office for deposit into the State Projects and Court Ordered Distribu tion Fund for subsequent expenditure as authorized by the Attorney General (con’t on next page)

21State Amount Payment Instructions Illinois (con’t) (con’t from previous page) and shall be sent by first class mail and delivered to: Josiah E. Small, Accounting Director Illinois Attorney General's Office 500 South Second Street Springfield, Illinois 62706 The name, case number and the Defendant's Federal Social Security Number sh all appear on the face of the certified check or mone y order. A copy of the certified check or money order and any transmittal letter shall be sent to: Environmental Bureau Illinois Attorney General's Office 500 South Second Street Springfield, Illinois 62706
Iowa $135,000 (plus interest per Paragraph 8 if applicable) Check payable to the "State of Iowa" and mailed to: David R. Sheridan Environmental Law Division Lucas State Office Bldg. 321 E. 12th Street, Room 018 Des Moines, IA 50319 Michigan $490,000 (plus interest per Paragraph 8 if applicable) Check payable to the "State of Michigan" and shall be mailed to: Michigan Department of Environmental Quality, Financial and Business Services Division, Revenue Control P.O. Box 30657 Lansing, Michigan 48909-8157. To ensure proper credit, the civil penalty payment shall include the Agreement Identification No. AQD3303 on the face of the check.

22State Amount Payment Instructions
Missouri $55,250 (plus interest per Paragraph 8 if applicable) Certified check payable to the “State of Missouri (Jackson County Treasurer)” and mailed to: Jo Ann Horvath Office of the Attorney General P. O. Box 899 Jefferson City, MO 65102-0899
New York $490,000 (plus interest per Paragraph 8 if applicable) In lieu of paying a civil pe nalty to New York, and in accordance with New York State Department of Environmental Conservation Guidelines, the Lafarge Companies shall fund an environmentally beneficial project as follows: Within thirty (30) calendar Days after the Effective Date of this Consent Decr ee, Lafarge shall send via certified mail a check in the amount of $490,000 (four hundred and ninety t housand) payable to “New York State Energy Research and Development Authority” (“NYSERDA”) to Robert Rosenthal, Environmental Protection Bureau, Office of the Attorney General, The Capitol, Albany, New York 12224. NYSERDA shall use such funds to carry out one or more environmentally beneficial projects authorized by New York that pertain to energy efficiency and/or pollution reduction. New York shall implement such projects within a thirty-mile radius of Lafarge’s facili ty located on Route 9W, Ravena, New York. The projects may include but not be limited to the weatherization of low income housing, photo-voltaic cells on municipal buildings, truck-stop electrification, replacement of outdoor wood boilers, and the retrofitting of pollution controls on school buses. New York shall have final approval authority ove r the project(s) selected.

23State Amount Payment Instructions
Ohio $55,250 (plus interest per Paragraph 8 if applicable) Two certified checks paya ble to the order of “Treasurer, State of Ohio” and mailed to Martha Sexton, Paralegal, or her successor, Office of the Attorney General of Ohio, Environmental Enforcement Section, 30 East Broad Street, 25th Floor, Columbus, Ohio 43215. The two checks shall be divided in the following manner: The first check shall consist of 80% of the total civil penalty due to the State of Ohio. The memorandum portion of the check, or some other prominent location on the transmittal letter or documentation, shall include referen ce to “A.G. EAGO No. 354473.” The second check shall cons ist of 20% of the total civil penalty due to the State of Ohio and shall be contributed to a fund utilized to install, in accordance with Ohio Environmental Protection Agency guidelines, diesel particulate filters for school buses operated by school districts in the State of Ohio. Money in the fund shall be made available to school districts in accordance with a grant established by the Director of the Ohio Environmental Protection Agency. The memorandum portion of the check, or some other prominent location on the transmittal letter or documentation, shall include a reference to “A.G. EAGO No. 354473” and specify that such monies are to be deposited into Fund 5CD0 established by Ohio Environmental Protection Agency for the Clean Diesel School Bus Program.
Oklahoma $55,250 (plus Check payable and mailed to: Department of interest per Environmental Paragraph 8 if Resources Management Quality applicable) Accounts Receivable Financial and Human Depart ment of Environmental Quality P.O. Box 2036 Oklahoma City, OK 73101-2036

24State Amount Payment Instructions Pennsylvania $55,250 (plus interest per Paragraph 8 if applicable) Corporate check made payable to the “Commonwealth of Pennsylvania – Clean Air Fund” and mailed to: Air Quality Program Manage r, PA Department of Environmental Protection, 2 Public Square Wilkes-Barre, PA 18711 Puget Sound $41,437.50 (plus Check payable to “Puget Sound Clean Air Agency”: Clean Air Agency interest per Paragraph 8 if applicable) Dennis McLerran Executive Director Puget Sound Clean Air Agency 1904 3rd Ave, Suite 105 Seattle WA USA 98101
South Carolina $55,250 (plus Check payable to: “SC De partment of Health and Department of interest per Environmental Control” Health and Paragraph 8 if Environmental applicable) R. Keith Frost, Director Control Air Compliance Management Division Bureau of Air Quality SC Department of Health and Environmental Control 2600 Bull Street Columbia, SC 29201 Washington State $13,812.50 (plus Check payable to “Department of Ecology” and sent Department of interest per to: Ecology Paragraph 8 if applicable) Department of Ecology Cashiering Unit P.O. Box 47611, Olympia, WA 98504-7611 The Memorandum on the check should reference NR09002001 and “Lafarge Settlement.”

10. The Lafarge Companies shall not deduct th e any penalties paid under this Section in calculating its federal or state or local income tax. 25V. NO x CONTROL TECHNOLOGY, EMISSI ON LIMITS, TONNAGE LIMITS, AND MONITORING REQUIREMENTS A. NO x Control Technology, Emission Limits and Tonnage Limits.
11. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall install the NO x Control Technology and comply with the Emission Limits and Tonnage Limits for the specific Facilities and Kiln s within their system according to Paragraphs 11 through 44. The Lafarge Companies shall Continuously Operate each NO x Control Technology as applicable to each Kiln at all ti mes of Kiln Operation, except for periods of Malfunction of the NO x Control Technology. Compliance with any requirement of this Section V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) relating to any specific Facility or Kiln shall no t be required if the Lafarge Companies Retire any such Facility or Kiln prior to any date for complian ce. If one or more K ilns at a Facility is in Temporary Cessation, then the following provisi ons shall apply in ad dition to any other requirements in this Consent Decree:

a. The Lafarge Companies shall comply with the applicable Demonstration Phase Facility-Wide 12-Month Rolling Average Emi ssion Limit at all other Kilns not in Temporary Cessation at the Facility with in 12 months of the Day on which the last Optimization Phase was concluded (as determined by U.S. EPA and the Affected State) at a Kiln not in Temp orary Cessation at th e Facility; and b. The Lafarge Companies shall comply with the applicable Facility-Wide 12-Month Rolling Average Emission Limit and Facility-Wide 12-Month Rolling Tonnage Limit at all other Kilns not in Temporar y Cessation on the dates required in this Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements).

26Alpena
12. By January 1, 2011, the Lafarge Compan ies shall achieve and maintain compliance with an interim Facility-Wide 12-Month Rolling Tonnage Limit for NO x of 8,650

tons. 13. Control Technology Retrofit Option.

a. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Co mmenced Continuous Operation of the SNCR technology specified in the table be low on individual Kilns in the order selected by the Lafarge Companies within each specified Kiln Group (“KG”) at the Alpena Facility by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. NO **x** /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) 1 st

Kiln in KG5 SNCR 10/1/2011 See Appendix

4.89 2 nd Kiln in KG5 SNCR 11/1/2011 See Appendix

3 rd Kiln in KG5 SNCR 12/1/2011 See Appendix

1 st

Kiln in KG6 SNCR 1/1/2012 See Appendix

2 nd Kiln in KG6 SNCR 3/1/2012 See Appendix

27b. Upon installation of the Control Te chnology, the Lafarge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SN CR technology Malfunction.

c. If the Lafarge Companies elect not to Retire and Replace any Alpena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), then: i. Within 12 months after the conclusion of the Optimization Phase as it applies to Kilns 19, 20, and 21 (KG5) identified in Paragraphs 13 and 7.z(1), the Lafarge Companies shall ach ieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for NO x of 4.89 lbs./Ton of clinker at Kilns 19, 20, and 21 (KG5), or, alternatively, at those Kilns the Lafarge Companies have elected not to Retire and Replace; ii. Within 12 months after the conclusion of the Optimization Phase as it applies to Kilns 22 and 23 (KG6) iden tified in Paragraphs 13 and 7.z(1), the Lafarge Companies shall achieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for NO x of 4.89 lbs./Ton of clinker at Kilns 19, 20, 21, 22, and 23 (KG5 and KG6), or, alternatively, at those Kilns the Lafarge Companies have elected not to Retire and Replace. d. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in set ting a 30-Day Rolling Average Emission Limit for NO x applicable to each Alpena Kiln that the Lafarge Companies have not otherwise elected to Retire and/or Re place pursuant to Section VIII (Election

28to Retire and Replace Kilns). Within 30 Days after the establishment of a 30-Day Rolling Average Emission Limit for NO x under the Appendix at any Alpena Kiln that the Lafarge Companies have not otherw ise elected to Retire or Replace, the Lafarge Companies shall achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for NO x at the respective Kiln.
14. Kiln Replacement Option. If the Lafarge Companies elect to Retire and Replace any Alpena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), then Paragraph 13 (Control Technology Retrofit Option) shall not apply to that Kiln. Instead, the Lafarge Companies shall:

a. Within 180 Days from the Date of Lodging of this Consent Decree, submit an application addressing all applicable requirements unde r the Clean Air Act and the Michigan SIP for a permit to insta ll any Replacement Kiln(s) and thereafter take all other actions necessary to obtain such permits or appr ovals after filing the applications including, but not limited t o, responding to reasonable requests for additional information by the permitting authority in a timely fashion, and conducting any environmental or other assessment lawfully required by the permitting authority; b. Submit written notice to U.S. EPA and the State of Michigan pursuant to Section XIX (Notices) within ten (10) Days after the date on which the Lafarge Companies have commenced construction of the Replacement Kiln(s), stating the date on which such construction commenced;

c. Complete construction of the Replacement Kiln(s) within 42 months of the date on which the Lafarge Companies commen ce construction of the Replacement

29Kiln(s), provided that if the Lafarge Companies fail to commence construction of any Replacement Kilns by January 1, 2012 or within 12 months of permit issuance pursuant to Paragraph 14.a., whiche ver is earlier, then, in addition to any other remedies available to the United Stat es or the State of Michigan under this Consent Decree or other applicable law, the Lafarge Companies shall either: i. Install and Commence Continuous Operation of the Control Technology by January 1, 2014 or within 36 months of permit issuance pursuant to Paragraph 14.a., whichever is earlie r, and thereafter comply with the Control Technology and other applicable requirements of Paragraph 13 as to the existing Alpena Kilns; or ii. Retire the Kiln(s) by July 1, 2012 or within 18 months of a permit issuance pursuant to Paragra ph 14.a, whichever is earlier. d. Commence Kiln Operation of any Replacem ent Kiln(s) within 42 months of the date on which the Lafarge Companies comm ence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier;

e. Retire the Replaced Kiln(s) within 180 Da ys of commencement of Kiln Operation of the Replacement Kiln(s); f. Install and Commence Continuous Operat ion of one SNCR at each Replacement Kiln within 42 months of the date on which the Lafarge Companies commence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier; and
g. Within 180 Days after the Lafarge Companies have commenced Kiln Operation of any Replacement Kiln at Alpena, achieve and maintain compliance with a 30

-

30Day Rolling Average Emission Limit for NO x of 2.1 lb/Ton of clinker, or the applicable New Source Performance Standard for NO x for Portland Cement Manufacturing Facilities pr omulgated pursuant to Section 111 of the Act, whichever is more stringent, at each Replacement Kiln.
15. Subject to Paragraph 16 below, within 54 months of the date on which the Lafarge Companies commence construction of any Replacement Kiln(s), or January 1, 2016, whichever is earlier, the Lafarge Companies sha ll, at Alpena, achieve and maintain compliance with a Facility-Wide 12-Month Rolling Tonnage Limit for NO x of 7,160 Tons of NO x emitted per 12-month period.
16. Notification Regarding Alpena Replacement Compliance Dates. If a governmental entity's failure to act upon a timely-submitted or supplemented permit or approval application submitted pursuant to Paragraph 14.a., or the action of any third-party challenging the issuance of such permit operates to delay the issuance or effectiveness of a final valid permit or approval, thereby impairi ng the Lafarge Companies’ ability to timely satisfy the implementation schedule requirements of Paragr aph 14, the Lafarge Companies shall notify, in writing, the U.S. EPA and the Stat e of Michigan of any such delay as soon as the Lafarge Companies reasonably conclude th at the delay could affect their ability to comply with the implementation schedule set forth in Paragraph 14.

a. If the Lafarge Companies provide the no tification required u nder this Paragraph 16, the Lafarge Companies shall propose in such notification, for approval by the
U.S. EPA and the State of Michigan pur suant to Section XXII (Modification), a modification to the applicable schedule of implementation setting out the time necessary to comply after the permit or approval has been finalized and becomes

31effective, taking into consideration nece ssary periods for final contracting and delivery of equipment. In addition, the Lafarge Companies shall propose, pursuant to Section XI (Review and Appr oval of Submittals), interim measures (taking into consideration the anticipated time period such measures would be in use or operation) capable of reducing emissions of NO x at the existing Alpena Kilns to be Replaced pursuant to Secti on VIII (Election to Retire and Replace Kilns) of this Consent Decree. Upon approval by U.S. EPA and the State of Michigan, such interim measures shall be implemented by no later than January 1, 2015 and shall continue until the Alpena Kilns to be Replaced are Retired. However, nothing in this subparagraph sha ll obligate the United States or the State of Michigan to modify the sche dule for implementation if a final valid permit or approval necessary for the cons truction of any Replacement Kiln(s) is denied by the permitting authority (includi ng the conclusion of any administrative or judicial appeals) or has not issued or become effective by July 1, 2012. Within two years of any such denial by the permitting authority (including the conclusion of any administrative or judicial appeals) or by July 1, 2014, whichever is earlier, the Lafarge Co mpanies shall install and Commence Continuous Operation of the Control T echnology and thereafter comply with the Emission Limits and other applicable re quirements of Paragraph 13 as to the existing Alpena Kilns which were to be Replaced. Alternatively, the Lafarge Companies may elect to Retire the Kiln(s ); provided, such Retirement shall be completed within twelve (12) months of any such denial by the permitting

32authority (including the conc lusion of any administrative or judicial appeals) or by July 1, 2013, whichever is earlier. b. Stipulated Penalties Inapplicable . If the Lafarge Companies timely provide the notification required under th is Paragraph 16, Stipulated penalties shall not accrue nor be due and owing during any peri od between an originally-scheduled implementation date and an approved modification to such date; provided, however, that if the U.S. EPA and th e State of Michigan do not approve a modification to a date or dates then: (i) U.S. EPA and the State of Michigan will retain the right to seek stipulated pena lties; and (ii) the La farge Companies will retain the right to dispute any demand for stipulated penalties, pursuant to Section XV (Dispute Resolution).

c. Force Majeure Inapplicable . The failure of a governmental entity to issue a final valid permit or approval or the action of th ird-parties challengi ng the issuance of such permit that operates to delay the issuance or effectiveness of a final valid permit or approval issued pursuant to Paragraph 14.a. necessary for the construction or operation of any Replacemen t Kiln(s) shall not constitute Force Majeure events triggering the requirem ents of Section XIV (Force Majeure); instead, the provisions set forth in this Paragraph 16 shall apply.

33Ravena
17. By October 1, 2012 the Lafarge Compan ies shall achieve and maintain compliance with an interim Facility-Wide 12-Month Rolling Tonnage Limit for NO x of 3,750

tons. 18. Control Technology Retrofit Option

.

a. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Co mmenced Continuous Operation of the SNCR technology specified in the table belo w in the order selected by the Lafarge Companies at Ravena Kiln 1 and Ravena Kiln 2 at the Ravena Facility by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. NO x /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO x /Ton of clinker) 1 s t Selected

Kiln SNCR 1/1/2012 See Appendix 4.33 2 n d Selected

Kiln SNCR 3/1/2012 See Appendix

b. Upon installation of the SNCR technology, the Lafarge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.

c. If the Lafarge Companies elect not to Retire and Replace any Ravena Kiln in accordance with Section VIII (E lection to Retire and Repl ace Kilns), then within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns

34identified in Paragraphs 18 and 7.z(2), the Lafarge Companies shall achieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for NO x of 4.33 lbs./Ton of clinker at all Kilns at the Ravena Facility, or, alternatively, at those Kilns the Lafarge Companies have elected not to Retire and Replace. d. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in set ting a 30-Day Rolling Average Emission Limit for NO x applicable to each Ravena Kiln that the Lafarge Companies have not otherwise elected to Retire and/or Re place pursuant to Section VIII (Election to Retire and Replace Kilns). Within 30 Days after the establishment of a 30-Day Rolling Average Emission Limit for NO x under the Appendix at any Ravena Kiln that the Lafarge Companies have not otherw ise elected to Retire or Replace, the Lafarge Companies shall achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for NO x at the respective Kiln.
19. Kiln Replacement Option. If the Lafarge Companies elect to Retire and Replace any Ravena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), the requirements of Paragraph 18 (Control Technology Re trofit Option) shall not apply to that Kiln. Instead, the Lafarge Companies shall:

a. Within 30 Days following the Date of L odging of this Consen t Decree, submit an application for an air pollution control pe rmit, draft scope an d full environmental assessment form as required in 6 NYCRR 617.6(a)(2) and 6 NYCRR 621.4(g)(1) for any Replacement Kiln(s), and a preconstruction permit as may be required by 40 C.F.R. 52.21, and thereafter take all ot her actions necessary to obtain such

35permits or approvals after filing the app lications including, but not limited to, responding to reasonable requests for additional information by the permitting authority in a timely fashion, and co nducting any environmental or other assessment lawfully required by the permitting authority; b. Submit written notice to U.S. EPA and the State of New York pursuant to Section XIX (Notices) within 10 Days after the date on which Lafarge has commenced construction of the Replacemen t Kiln(s), stating the date on which such construction commenced;

c. Complete construction of the Replacement Kiln(s) within 42 months of the date on which the Lafarge Companies commen ce construction of the Replacement Kiln(s), provided that if the Lafarge Companies fail to commence construction of any Replacement Kilns by January 1, 2012 or within 12 months of permit issuance pursuant to Paragraph 19.a., whiche ver is earlier, then, in addition to any other remedies available to the United Stat es or the State of New York under this Consent Decree or other applicable law, the Lafarge Companies shall either: i. Install and Commence Continuous Operation of the Control Technology by January 1, 2014 or within 36 months of permit issuance pursuant to Paragraph 19.a, whichever is earlie r, and thereafter comply with the Control Technology and other applicable requirements of Paragraph 18 as to the existing Ravena Kilns; or ii. Retire the Kiln(s) by July 1, 2012 or within 18 months of the permit issuance pursuant to Paragra ph 19.a, whichever is earlier.

36d. Commence Kiln Operation of the Replacem ent Kiln(s) within 42 months of the date on which the Lafarge Companies comm ence construction of the Replacement Kiln(s), or January 1, 2015, whichever is earlier;

e. Retire any Replaced Kiln(s) within 18 0 Days of commencement of Kiln Operation of the Replacement Kiln(s); f. Install and Commence Continuous Operat ion of one SNCR at each Replacement Kiln within 42 months of the date on which the Lafarge Companies commence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier; and
g. Within 180 Days after the Lafarge Companies have commenced Kiln Operation of any Replacement Kiln at Ravena, achie ve and maintain compliance with a 30

- Day Rolling Average Emission Limit for NO x of 2.3 lb/Ton of clinker, or the applicable New Source Performance Standard for NO x for Portland Cement Manufacturing Facilities pr omulgated pursuant to Section 111 of the Act, whichever is more stringent, at each Replacement Kiln.
20. Subject to Paragraph 21 below, within 54 months of the date on which the Lafarge Companies commence construction of any Replacement Kiln(s), or January 1, 2016, whichever is earlier, the Lafarge Companies sha ll, at Ravena, achieve and maintain compliance with a Facility-Wide 12-Month Rolling Tonnage Limit for NO x of 3,750 Tons of NO x emitted per 12-month period.
21. Notification Regarding Ravena Re placement Kiln Compliance Dates. If a governmental entity's failure to act upon a tim ely-submitted or supplemented permit or approval application submitted pursuant to Paragraph 19.a or the action of any third-party challenging the

37issuance of such permit operates to delay the issu ance or effectiveness of a final valid permit or approval, thereby impairing the Lafarge Companie s’ ability to timely satisfy the implementation schedule requirements of Paragraph 19, the Lafarg e Companies shall notify, in writing, the U.S. EPA and the State of New York of any such de lay as soon as the Lafarge Companies reasonably conclude that the delay could a ffect their ability to comply with the implementation schedule set forth in Paragraph 19.

a. If the Lafarge Companies provide the no tification required u nder this Paragraph 21, the Lafarge Companies shall propose in such notification, for approval by the
U.S. EPA and the State of New York pur suant to Section XXII (Modification), a modification to the applicable schedule of implementation setting out the time necessary to comply after the permit or approval has been finalized and becomes effective, taking into consideration nece ssary periods for final contracting and delivery of equipment. In addition, the Lafarge Companies shall propose, pursuant to Section XI (Review and Appr oval of Submittals), interim measures (taking into consideration the anticipated time period such measures would be in use or operation) capable of reducing emissions of NO x at the existing Ravena Kilns to be Replaced pursuant to Secti on VIII (Election to Retire and Replace Kilns) of this Consent Decree. Upon a pproval by U.S. EPA and the State of New York, such interim measures shall be implemented by no later than January 1, 2015 and shall continue until the Ravena Kilns to be Replaced are Retired. However, nothing in this subparagraph sha ll obligate the United States or the State of New York to modify the sche dule for implementation if a final valid permit or approval necessary for the cons truction of any Replacement Kiln(s) is

38denied by the permitting authority (includi ng the conclusion of any administrative or judicial appeals) or has not issued or become effective by July 1, 2012. Within two years of any such denial by the permitting authority (including the conclusion of any administrative or judicial appeals) or by July 1, 2014, whichever is earlier, the Lafarge Co mpanies shall install and Commence Continuous Operation of the Control T echnology and thereafter comply with the Emission Limits and other applicable re quirements of Paragraph 18 as to the existing Ravena Kilns which were to be Replaced. Alternatively, the Lafarge Companies may elect to Retire the Kiln(s ); provided, such Retirement shall be completed within twelve (12) months of any such denial by the permitting authority (including the conc lusion of any administrative or judicial appeals) or by July 1, 2013, whichever is earlier. b. Stipulated Penalties Inapplicable. Stipulated penalties sh all not accrue nor be due and owing during any period between an originally-scheduled implementation date and an approved modification to such date; provided, however, that if the
U.S. EPA and the State of New York do not approve a modification to a date or dates then: (i) U.S. EPA and the State of New York will retain the right to seek stipulated penalties; and (ii) the Lafarge Companies will retain the right to dispute any demand for stipulated penalties, pursu ant to Section XV (Dispute Resolution).

c. Force Majeure Inapplicable . The failure of a governmental entity to issue a final valid permit or approval or action of any third party challenging the issuance of such permit that operates to delay the issuance or effectiveness of a final valid permit or approval issued pursuant to Paragraph 19.a necessary for the

39construction or operation of any Replacemen t Kiln(s) shall not constitute Force Majeure events triggering the requirements of Section XIV (Force Majeure); instead, the provisions set forth in this Paragraph 21 shall apply. Fredonia
22. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of the SNCR technology specified in the table below at Fr edonia Kiln 1 and Fredonia Kiln 2 at the Fredonia Facility Kilns in the order selected by the Lafarge Comp anies by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. NO x /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO x /Ton of clinker) 1 st Selected

Kiln SNCR 10/1/2012 See Appendix
4.81 2 nd Selected

Kiln SNCR 11/1/2012 See Appendix

Upon installation of the SNCR technology, the La farge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.
23. Within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns identified in Paragraph 22, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for NO x of 4.81 lbs./Ton of clinker.

4024. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x applicable to each Fredonia Kiln. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for NO x at Fredonia Kilns 1 or 2 under the Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for NO x at the respective Kiln. Whitehall
25. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of the SNCR technology specified in the table below at Whitehall Kiln 2 a nd Whitehall Kiln 3 at th e Whitehall Facility by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. NO **x** /Ton clinker) Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO **x** /Ton clinker)
Kiln 2 SNCR 1/1/2011 2.58 2.03 Kiln 3 SNCR 2/1/2011 2.92
Upon installation of the SNCR technology, the La farge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.
26. Within 14 months after the date by which the Lafarge Companies are required to Commence Continuous Operation of the Control Technology at the first Kiln identified in Paragraph 25, the Lafarge Companies shall achie ve and maintain compli ance with a FacilityWide 12-Month Rolling Average Emission Limit for NO x of 2.03 lbs./Ton of clinker.
4127. Within 90 Days after the date by which the Lafarge Companies are required to Commence Continuous Operation of the SNCR tec hnology at each Kilns identified in Paragraph 25, the Lafarge Companies shall achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for NO x at that Kiln specified in Paragraph 25. Paulding
28. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of the SNCR technology specified in the table below at Pa ulding Kiln 1 and Paulding Kiln 2 at the Paulding Facility in the order selected by the Lafarge Companies by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. NO **x** /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) 1 s t Selected

Kiln SNCR 11/1/2011 See Appendix 5.24 2 n d Selected

Kiln SNCR 12/1/2011 See Appendix

Upon installation of the SNCR technology, the La farge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.
29. Within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns identified in Paragraph 28, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for NO x of 5.24 lbs./Ton of clinker.

4230. The Lafarge Companies shall comply with Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x applicable to each Paulding Kiln. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for NO x at Paulding Kiln 1 or 2 under Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for NO x at the respective Kiln. Seattle
31. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of the SNCR technology at Seattle Kiln 1 at the Seattle Fa cility by the date specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) 1 SNCR 2/1/2011 See Appendix 8.43
Upon installation of the SNCR technology, the La farge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.
32. Within 12 months after the conclusion of the Optimization Phase as it applies to the Kiln identified in Paragraph 31, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for NO x of 8.43 lbs./Ton of clinker.
33. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x 43applicable to Seattle Kiln 1. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for NO x at Seattle Kiln 1 under the Appendix, the Lafarge Companies shall achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for
NO x at Seattle Kiln 1. Joppa
34. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of SCR technology on Joppa Kiln 1 at the Joppa Facil ity by the date specified below:

Kiln Control Technology Date of Installation and Commencement of Continuous Operation 30-Day Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) 1 SCR 7/31/2013 See Appendix
Upon installation of the SCR technology, the Lafa rge Companies shall Continuously Operate the SCR technology during all times of Kiln Oper ation, except during peri ods of SCR technology Malfunction. From January 1, 2011 through Ju ly 31, 2013 or until 180 Days following first introduction of raw material in Joppa Kiln 3 pursuant to Illinois Environmental Protection Agency Permit # 05100026 (issued July 6, 2007), wh ichever is earlier, the Lafarge Companies shall achieve and maintain compliance with an interim Facility-Wide 12-Month Rolling Average Tonnage Limit for NO x of 3,500 tons per year.
35. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x applicable to Joppa Kiln 1. Within 30 Days after the establishment of a 30-Day Rolling Average Emission Limit for NO x at Joppa Kiln 1 under the Appendix, the Lafarge Companies shall

44achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for NO x at Joppa Kiln 1.
36. Until such time as the Lafarge Companies are required to comply with a 30-Day Rolling Average Emission Limit for NO x at Joppa Kiln 1 as established under Paragraph 34, the Lafarge Companies shall comply with such requ irements of Illinois Environmental Protection Agency Permit # 05100026 (issued July 6, 2007), applicable to NO x emissions at Joppa Kiln 1.
37. If the Lafarge Companies Retire Joppa Kiln 1 prior to the date by which the Lafarge Companies are required to install a nd Commence Continuous Operation of the SCR technology at Joppa Kiln 1, then the Lafarge Co mpanies shall provide wr itten notice of such Retirement to U.S. EPA and the Affected State pu rsuant to Section XIX of this Consent Decree (Notices) within 30 Days prio r to such Retirement, and in such notice shall propose an alternative Kiln at which it shall install and Commence Continuous Operation of SCR technology and a schedule for such installati on and Commencement of Continuous Operation.
U.S. EPA and the Affected State shall review th e written submission pursuant to Section XI of this Consent Decree (Review and Approval of Submittals). The Lafarge Companies shall thereafter install and Commence Continuous Operat ion of SCR technology at the alternative Kiln and comply with the requirements of the A ppendix in accordance with U.S. EPA’s and the Affected State’s review and approval. Sugar Creek
38. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have Commenced Continuous Operation of the SNCR technology specified in the table below at Sugar Creek Kiln 3 at the Suga r Creek Facility by the date specified below:

45Kiln Control Technology Date of Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. NO **x** /Ton of clinker) 3 SNCR 7/1/2010 See Appendix 3.70

39. Within 12 months after the conclusion of the Optimization Phase as it applies to the Kiln identified in Paragraph 38, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for NO x of 3.70 lbs./Ton of clinker.
40. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x applicable to Sugar Creek Kiln 3. Within 30 Days after the establishment of a 30-Day Rolling Average Emission Limit for NO x at the Sugar Creek Kiln under the Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for NO x at Sugar Creek Kiln 3.
Tulsa
41. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of the SNCR technology specified in the table below at Tulsa Kiln 1 and Tulsa Kiln 2 at the Tulsa Facility by the dates specified below:

46Kiln Control Technology Date of Installation and Commencement of Continuous Operation 30-Day Rolling Average Emission Limits (lbs. NO **x** /Ton of clinker) Kiln 1 SNCR 11/1/2011 See Appendix

Kiln 2 SNCR 12/1/2011 See Appendix
Upon installation of the SNCR technology, the La farge Companies shall Continuously Operate the SNCR technology during all times of Kiln Operation, except during periods of SNCR technology Malfunction.
42. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for NO x applicable to each Tulsa Kiln. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for NO x at Tulsa Kilns 1 and 2 under the Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for NO x at the respective Kiln.
Roberta
43. Upon and after the Effective Date of this Consent Decree, the Lafarge Companies shall achieve and maintain compliance with a 30-Day Rolling Average Emission Limit for NO x of 2.4 lbs/Ton of clinker at Roberta Kiln 5. Harleyville
44. The Lafarge Companies shall comply with such requirements of Permit Number 0900-0004-ER-R2, issued by the South Carolina De partment of Health and Environmental Control on December 14, 2007, applicable to NO x emissions at Harleyville Kiln 1 at the Harleyville Facility.
B. NO **x** Continuous Emission Monitoring Systems
4745. At each Kiln identified in Paragraph 7.z of this Decree (except for Joppa Kiln 3), the Lafarge Companies shall install and make oper ational within 12 months of the Effective Date
a NO x continuous emissions monitoring system (CEMS) at each stack which collects emissions from such Kiln (or Kilns, in the case of Ravena ) in accordance with the requirements of 40 C.F.R.
Part 60.
46. Except during CEMS breakdowns, repairs, calibration checks, and zero span adjustments, the CEMS required pursuant to Paragraph 45 shall be operated at all times during Kiln Operation. Each such CEMS shall be used at each Kiln to demonstrate compliance with the
NO x Emission Limits established in Section V.A (NO x Control Technology, Emission Limits, and Tonnage Limits) and the Appendix (Control Technology Demonstration Requirements), as applicable, of this Consent Decree.
47. Each NO x CEMS required pursuant to Paragrap h 45 shall monitor and record the applicable NO x emission rate from each Kiln stack in units of lbs of NO x per Ton of clinker produced at such Kiln and sha ll be installed, certified, calibrated, maintained, and operated in accordance with the applicable requirements of 40 C.F.R. Part 60.
48. For purposes of this Consent Decree, all emissions of NO x shall be measured by CEMS. During any time when CEMs are inoperab le and otherwise not measuring emissions of
NO x from any Kiln, the Lafarge Companies shall ap ply the missing data substitution procedures used by the Affected State or the missing data substitution procedures in 40 C.F.R. Part 75, Subpart D, whichever is deemed appr opriate by the Affected State.

VI. SO 2 CONTROL TECHNOLOGY, EMISSION LIMITS, TONNAGE LIMITS, AND MONITORING REQUIREMENTS A. SO 2 Control Technology, Emission Limits, and Tonnage Limits.
49. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge

48Companies shall install the SO 2 Control Technology and comply with the Emission Limits for the specific Facilities and Kilns within their system according to Paragraphs 49 through 77. The Lafarge Companies shall Continuously Operate each SO 2 Control Technology as applicable to each Kiln at all times of K iln Operation, except for periods of Malfunction of the SO 2 Control Technology. Compliance with any requirements of this Section VI relating to any specific Facility or Kiln shall not be required if the Lafarge Companies Retire any such Facility or Kiln prior to any date for compliance. If one or mo re Kilns at a Facility is in Temporary Cessation, then the following provisions shall apply in additi on to any other requirements in this Consent
Decree:

a. The Lafarge Companies shall comply with the applicable Demonstration Phase Facility-Wide 12-Month Rolling Average Emi ssion Limit at all other Kilns not in Temporary Cessation at the Facility with in 12 months of the date on which the last Optimization Phase was concluded (as determined by U.S. EPA and the Affected State) at a Kiln not in Te mporary Cessation at the Facility. b. The Lafarge Companies shall comply with the applicable Facility-Wide 12-Month Rolling Average Emission Limit and Facility-Wide 12-Month Rolling Tonnage Limit at all other Kilns not in Temporar y Cessation on the dates required in this Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements).

49Alpena
50. By January 1, 2011, the Lafarge Compan ies shall achieve and maintain compliance with an interim Facility-Wide 12-Month Rolling Tonnage Limit for SO 2 of 13,100 tons per year. 51. Control Technology Retrofit Option

.

a. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commenced Continuous Operation of DAA or Wet FGD technology in the table speci fied below on individual Kilns in the order selected by the Lafarge Companies within each specified Kiln Group (“KG”) at the Alpena Facility by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) 1 st

Kiln in KG5 DAA 10/1/2011 See Appendix

3.68 2 nd Kiln in KG5 DAA 11/1/2011 See Appendix
3 rd Kiln in KG5 DAA 12/1/2011 See Appendix
1 st

Kiln in KG6 Wet FGD 1/1/2014 See Appendix
2 nd Kiln in KG6 Wet FGD 3/1/2014 See Appendix

b. Upon installation of the SO 2 Control Technology, the Lafarge Companies shall Continuously Operate the SO 2 Control Technology during all times of Kiln Operation, except during periods of SO 2 Control Technology Malfunction.

50c. Lafarge shall design each Wet FGD to be installed at Alpena Kilns 22 and 23 (KG6) to achieve a removal efficiency for SO 2 of no less than 90%. d. If the Lafarge Companies elect not to Retire and Replace any Alpena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), then: i. Within 12 months after the conclusion of the Optimization Phase as it applies to Kilns 19, 20, and 21 (KG5) identified in Paragraphs 51 and 7.z(1), the Lafarge Companies shall ach ieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for SO 2 of 3.68 lbs./Ton of clinker at Kilns 19, 20, and 21 (KG5), or, alternatively, at those Kilns the Lafarge Companies have elected not to Retire and Replace; ii. Within 12 months after the conclusion of the Optimization Phase as it applies to Kilns 22 and 23 (KG6) iden tified in Paragraphs 51 and 7.z(1), the Lafarge Companies shall achieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for SO 2 of 3.68 lbs./Ton of clinker at Kilns 19, 20, 21, 22, and 23 (KG5 and KG6), or, alternatively, at those Kilns the Lafarge Companies have elected not to Retire and Replace.

e. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in set ting a 30-Day Rolling Average Emission Limit for SO 2 applicable to each Alpena Kiln that the Lafarge Companies have not otherwise elected to Retire and/or Re place pursuant to Section VIII (Election to Retire and Replace Kilns). Within 30 Days after the establishment of a 30-Day

51Rolling Average Emission Limit for SO 2 under the Appendix at any Alpena Kiln that the Lafarge Companies have not otherw ise elected to Retire or Replace, the Lafarge Companies achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for SO 2 at the respective Kiln.
52. Kiln Replacement Option . If the Lafarge Companies elect to Retire and Replace any Alpena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), then Paragraph 51 (Control Technology Retrofit Option) shall not apply to that Kiln. Instead, the Lafarge Companies shall:

a. Within 180 Days following the Date of Lodging of this Consent Decree, submit an application addressing all applicable requirements under the Clean Air Act and the Michigan SIP for a permit to install any Replacement Kiln(s) at Alpena and thereafter take all other actions necessary to obtain such permits or approvals after filing the applications in cluding, but not limited to, responding to reasonable requests for additional information by the pe rmitting authority in a timely fashion, and conducting any environmental or othe r assessment lawfully required by the permitting authority; b. Submit written notice to U.S. EPA and the State of Michigan pursuant to Section XIX (Notices) within 10 Days after the date on which Lafarge has commenced construction of the Replacement Kiln(s ), stating the date on which such construction commenced;

c. Complete construction of the Replacement Kiln(s) within 42 months of the date on which the Lafarge Companies commen ce construction of the Replacement Kiln(s), provided that if the Lafarge Companies fail to commence construction of

52any Replacement Kilns by January 1, 2012 or within 12 months of permit issuance pursuant to Paragraph 52.a., whiche ver is earlier, then, in addition to any other remedies available to the United Stat es or the State of Michigan under this Consent Decree or other applicable law, the Lafarge Companies shall either: i. Install and Commence Continuous Operation of the Control Technology by January 1, 2015 or within 48 months of permit issuance pursuant to Paragraph 52.a, whichever is earlie r, and thereafter comply with the Control Technology and other applicable requirements of Paragraph 50 as to the existing Alpena Kilns; or ii. Retire the Kiln(s) by July 1, 2012 or w ithin 18 months of permit issuance pursuant to Paragraph 52.a , whichever is earlier; d. Commence Kiln Operation of the Replacem ent Kiln(s) within 42 months of the date on which the Lafarge Companies comm ence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier;

e. Retire the Replaced Kiln(s) within 180 Da ys of commencement of Kiln Operation of the Replacement Kiln(s); f. Within 42 months of the date on wh ich the Lafarge Companies commence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier, install and Commence Continuous Operation of Wet FGD technology designed to achieve a Control Efficiency for SO 2 of 95% at each Replacement Kiln, as compared to an identical Replacement Kiln without Wet FGD technology, at the Alpena Facility or, subject to review a nd approval by U.S. EPA and the Affected State pursuant to Section XI (Review and Approval of Submittals), equivalent

53alternative SO 2 Control Technology that may incl ude but shall not be limited to kiln system design, which is individually or collectively designed to achieve a Control Efficiency for SO 2 equivalent to that of Wet FGD technology designed to achieve a Control Efficiency for SO 2 of 95% at each Replacement Kiln(s) at the Alpena Facility; and
g. Within 180 Days after the Lafarge Companies have commenced Kiln Operation of the applicable Replacement Kiln at Alpena, achieve and maintain compliance with a 30-Day Rolling Average Emission Limit for SO 2 of 1.4 lb/Ton of clinker, or the New Source Performance Standard for SO 2 for Portland Cement Manufacturing Facilities pr omulgated pursuant to Section 111 of the Act, whichever is more stringent, at each Replacement Kiln.
53. Subject to Paragraph 54 below, within 54 months of the date on which the Lafarge Companies commence construction of any Replacement Kiln(s), or January 1, 2016, whichever is earlier, the Lafarge Companies sha ll, at Alpena, achieve and maintain compliance with a Facility-Wide 12-Month Rolling Tonnage Limit for SO 2 of 5,762 Tons emitted per 12

- month period.
54. Notification Regarding Alpena Re placement Kiln Compliance Date. If a governmental entity's failure to act upon a tim ely-submitted or supplemented permit or approval application submitted pursuant to Paragraph 52.a or the action of any third-party challenging the issuance of such permit operates to delay the issu ance or effectiveness of a final valid permit or approval, thereby impairing the Lafarge Companie s’ ability to timely satisfy the implementation schedule requirements of Paragraph 52, the Lafarg e Companies shall notify, in writing, the U.S. EPA and the State of Michigan of any such de lay as soon as the Lafarge Companies reasonably

54conclude that the delay could a ffect their ability to comply with the implementation schedule requirements of Paragraph 52.

a. If the Lafarge Companies provide the no tification required u nder this Paragraph 54, the Lafarge Companies shall propose in such notification, for approval by the
U.S. EPA and the State of Michigan pur suant to Section XXII (Modification), a modification to the applicable schedule of implementation setting out the time necessary to comply after the permit or approval has been finalized and becomes effective, taking into consideration nece ssary periods for final contracting and delivery of equipment. In addition, the Lafarge Companies shall propose, pursuant to Section XI (Review and Appr oval of Submittals), interim measures (taking into consideration the anticipated time period such measures would be in use or operation) capable of reducing emissions of SO 2 at the existing Alpena Kilns to be Replaced pursuant to Section VIII (Election to Retire and Replace Kilns) of this Consent Decree. Upon approval by U.S. EPA and the State of Michigan, such interim measures shall be implemented by no later than January 1, 2015 and shall continue until the Alpena Kilns to be Replaced are Retired. However, nothing in this subparagraph sha ll obligate the United States or the State of Michigan to modify the sche dule for implementation if a final valid permit or approval necessary for the construction of any Replacement Kiln(s) is denied by the permitting authority (includi ng the conclusion of any administrative or judicial appeals) or has not issued or become effective by July 1, 2012. Within three years of any such denial by the permitting authority (including the conclusion of any administrative or judicial appeals) or by July 1, 2015,

55whichever is earlier, the Lafarge Co mpanies shall install and Commence Continuous Operation of the Control T echnology and thereafter comply with the Emission Limits and other applicable re quirements of Paragraph 51 as to the existing Alpena Kilns which were to be Replaced. Alternatively, the Lafarge Companies may elect to Retire the Kiln(s ); provided, such Retirement shall be completed within twelve (12) months of any such denial by the permitting authority (including the conc lusion of any administrative or judicial appeals) or by July 1, 2013, whichever is earlier. b. Stipulated Penalties Inapplicable. If the Lafarge Companies timely provide the notification required under th is Paragraph 54, stipulated penalties shall not accrue nor be due and owing during any peri od between an originally-scheduled implementation date and an approved modification to such date; provided, however, that if the U.S. EPA and th e State of Michigan do not approve a modification to a date or dates then: (i) U.S. EPA and the State of Michigan will retain the right to seek stipulated pena lties; and (ii) the La farge Companies will retain the right to dispute any demand for stipulated penalties, pursuant to Section XV (Dispute Resolution).

c. Force Majeure Inapplicable . The failure of a governmental entity to issue a final valid permit or approval or the action of any third-party challenging the issuance of such permit that operates to delay the i ssuance or effectiveness of a final valid permit or approval issued pursuant to Paragraph 52.a necessary for the construction or operation of any Replacemen t Kiln(s) shall not constitute Force

56Majeure events triggering the requirements of Section XIV (Force Majeure); instead, the provisions of this Paragraph 54 shall apply.
Ravena
55. By January 1, 2011, the Lafarge Compan ies shall achieve and maintain compliance with an interim Facility-Wide 12-Month Rolling Tonnage Limit for SO 2 of 11,500

tons. 56. Control Technology Retrofit Option.

a. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and sh all Commence Continuous Operation of Wet FGD technology in the table specified below at Ravena Kiln 1 and Ravena Kiln 2 at the Ravena Facility by the date specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) 1 Wet FGD 3/1/2014 See Appendix 2.62 2

b. Upon installation of the Wet FGD te chnology, the Lafarge Companies shall Continuously Operate the Wet FGD t echnology during all times of Kiln Operation, except during periods of Wet FGD technology Malfunction.

c. The Lafarge Companies shall design the Wet FGD or Wet FGDs to be installed at Ravena Kilns 1 and 2 to achieve a removal efficiency for SO 2 of no less than 90%. d. If the Lafarge Companies elect not to Retire and Replace any Ravena Kiln in accordance with Section VIII (E lection to Retire and Repl ace Kilns), then within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns 57identified in Paragraphs 56 and 7.z(2), the Lafarge Companies shall achieve and maintain compliance with the Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit for SO 2 of 2.62 lbs./Ton of clinker, or, alternatively, at any Kiln that the Lafa rge Companies have elected not to Retire and Replace.

e. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in set ting a 30-Day Rolling Average Emission Limit for SO 2 applicable to each Ravena Kiln that the Lafarge Companies have not otherwise elected to Retire and/or Re place pursuant to Section VIII (Election to Retire and Replace Kilns). Within 30 Days after the establishment of a 30-Day Rolling Average Emission Limit for SO 2 under the Appendix at all Ravena Kilns that the Lafarge Companies have not otherw ise elected to Retire or Replace, the Lafarge Companies shall achieve and maintain compliance with the 30-Day Rolling Average Emission Limit for SO 2 at the respective Kiln.
57. Kiln Replacement Option. If the Lafarge Companies elect to Retire and Replace any Ravena Kiln in accordance with Section VIII (Election to Retire and Replace Kilns), then Paragraph 56 (Control Technology Retrofit Option) shall not apply to that Kiln. Instead, the Lafarge Companies shall, with respect to each Replacement Kiln:

a. Within 30 Days following the Date of L odging of this Consen t Decree, submit an application for an air pollution control pe rmit, draft scope an d full environmental assessment form as required in 6 NYCRR 617.6(a)(2) and 6 NYCRR 621.4(g)(1) for any Replacement Kiln(s), and a preconstruction permit as may be required by 40 C.F.R. 52.21, and thereafter take all ot her actions necessary to obtain such

58permits or approvals after filing the app lications including, but not limited to, responding to reasonable requests for additional information by the permitting authority in a timely fashion, and co nducting any environmental or other assessment lawfully required by the permitting authority; b. Submit written notice to U.S. EPA and the State of New York pursuant to Section XIX (Notices) within 10 Days after the date on which Lafarge has commenced construction of the Replacemen t Kiln(s), stating the date on which such construction commenced;

c. Complete construction of the Replacement Kiln(s) within 42 months of the date on which the Lafarge Companies commen ce construction of the Replacement Kiln(s), provided that if the Lafarge Companies fail to commence construction of any Replacement Kilns by January 1, 2012 or within 12 months of permit issuance pursuant to Paragraph 57.a., whiche ver is earlier, then, in addition to any other remedies available to the United Stat es or the State of New York under this Consent Decree or other applicable law, the Lafarge Companies shall either: i. Install and Commence Continuous Operation of the Control Technology by January 1, 2015 or within 48 months of permit issuance pursuant to Paragraph 57.a., whichever is earlie r, and thereafter comply with the Control Technology and other applicable requirements of Paragraph 56 as to the existing Ravena Kilns; or ii. Retire the Kiln(s) by July 1, 2012 or w ithin 18 months of permit issuance pursuant to Paragraph 57.a , whichever is earlier.

59d. Commence Kiln Operation of the Replacem ent Kiln(s) within 42 months of the date on which the Lafarge Companies comm ence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier;

e. Retire the Replaced Kiln(s) within 180 Da ys of commencement of Kiln Operation of the Replacement Kiln(s); f. Within 42 months of the date on wh ich the Lafarge Companies commence construction of the Replacement Kiln, or January 1, 2015, whichever is earlier, install and Commence Continuous Operation of Wet FGD technology designed to achieve a Control Efficiency for SO 2 of 95% at each Replacement Kiln, as compared to an identical Replacement Kiln without Wet FGD technology, at the Ravena Facilities or, subject to revi ew and approval by U.S. EPA and the Affected State pursuant to Section XI (Review and Approval of Submittals), equivalent alternative SO 2 Control Technology that may include but shall not be limited to kiln system design, which is individually or colle ctively designed to achieve a Control Efficiency for SO 2 equivalent to that of Wet FGD technology designed to achieve a Control Efficiency for SO 2 of 95% at each Replacement Kiln(s) at the Ravena Facilities; and
g. Within 180 Days after the Lafarge Companies have commenced Kiln Operation of any Replacement Kiln at Ravena, achie ve and maintain compliance with a 30

- Day Rolling Average Emission Limit for SO 2 of 1.4 lb/Ton of clinker, or the applicable New Source Performance Standard for SO 2 for Portland Cement Manufacturing Facilities pr omulgated pursuant to Section 111 of the Act, whichever is more stringent, at each Replacement Kiln.

6058. Subject to Paragraph 59 below, within 54 months of the date on which the Lafarge Companies commence construction of any Replacement Kiln(s), or January 1, 2016, whichever is earlier, the Lafarge Companies sha ll, at Ravena, achieve and maintain compliance with a Facility-Wide 12-Month Rolling Tonnage Limit for SO 2 of 2,462 Tons emitted per 12

- month period.
59. Notification Regarding Ravena Re placement Kiln Compliance Date. If a governmental entity's failure to act upon a timely-submitted or supplemented permit or approval application submitted pursuant to Paragraph 57.a or the action of any third-party challenging the issuance of such permit operates to delay the issu ance or effectiveness of a final valid permit or approval, thereby impairing the Lafarge Compan ies’ ability to timely satisfy a compliance obligation according to the implementation sche dule requirements of Paragraph 57, the Lafarge Companies shall notify, in writing, the U.S. EPA and the State of New York of any such delay as soon as the Lafarge Companies reasonably conclude that the delay could affect their ability to comply with the implementation schedule set forth in Paragraph 57.

a. If the Lafarge Companies provide the no tification required u nder this Paragraph 59, the Lafarge Companies shall propose in such notification, for approval by the
U.S. EPA and the State of New York pur suant to Section XXII (Modification), a modification to the applicable schedule of implementation setting out the time necessary to comply after the permit or approval has been finalized and becomes effective, taking into consideration nece ssary periods for final contracting and delivery of equipment. In addition, the Lafarge Companies shall propose, pursuant to Section XI (Review and Appr oval of Submittals), interim measures (taking into consideration the anticipated time period such measures would be in

61use or operation) capable of reducing emissions of SO 2 at the existing Ravena Kilns to be Replaced pursuant to Secti on VIII (Election to Retire and Replace Kilns) of this Consent Decree. Upon a pproval by U.S. EPA and the State of New York, such interim measures shall be implemented by no later than January 1, 2015 and shall continue until the Ravena Kilns to be Replaced are Retired. However, nothing in this subparagraph sha ll obligate the United States or the State of New York to modify the sche dule for implementation if a final valid permit or approval necessary for the cons truction of any Replacement Kiln(s) is denied by the permitting authority (includi ng the conclusion of any administrative or judicial appeals) or has not issued or become effective by July 1, 2012. Within three years of any such denial by the permitting authority (including the conclusion of any administrative or judicial appeals) or by July 1, 2015, whichever is earlier, the Lafarge Co mpanies shall install and Commence Continuous Operation of the Control T echnology and thereafter comply with the Emission Limits and other applicable re quirements of Paragraph 56 as to the existing Ravena Kilns which were to be Replaced. Alternatively, the Lafarge Companies may elect to Retire the Kiln(s ); provided, such Retirement shall be completed within twelve (12) months of any such denial by the permitting authority (including the conc lusion of any administrative or judicial appeals) or by July 1, 2013, whichever is earlier. b. Stipulated Penalties Inapplicable. If the Lafarge Companies timely provide the notification required under th is Paragraph 59, stipulated penalties shall not accrue nor be due and owing during any peri od between an originally-scheduled

62implementation date and an approved modification to such date; provided, however, that if the U.S. EPA and th e State of New York do not approve a modification to a date or dates then: (i) U.S. EPA and the State of New York will retain the right to seek stipulated pena lties; and (ii) the La farge Companies will retain the right to dispute any demand for stipulated penalties, pursuant to Section XV (Dispute Resolution).

c. Force Majeure Inapplicable. The failure of a governmental entity to issue a final valid permit or approval or the action of any third-party challenging the issuance of such permit that operates to delay the i ssuance or effectiveness of a final valid permit or approval issued pursuant to Paragraph 57.a necessary for the construction or operation of any Replacemen t Kiln(s) shall not constitute Force Majeure events triggering the requirements of Section XIV (Force Majeure); instead, the provisions of this Paragraph 59 shall apply. Fredonia
60. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of DAA technology in the table specified below at Fredonia Kiln 1 and Fredonia Kiln 2 at the Fredonia Facility in the order selected by the Lafarge Companies by the dates specified below:

63Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. SO 2 /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) 1 s t Selected

Kiln DAA 10/1/2012 See Appendix 6.15 2 n d Selected

Kiln DAA 11/1/2012 See Appendix
Upon installation of the DAA technology, the Lafa rge Companies shall Continuously Operate the DAA technology during all times of Kiln Oper ation, except during ex cept for periods of DAA technology Malfunction.
61. Within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns identified in Paragraph 60, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for SO 2 of 6.15 lbs./Ton of clinker.
62. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for SO 2 applicable to each Fredonia Kiln. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for SO 2 at Fredonia Kilns 1 or 2 under the Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for SO 2 at the respective Kiln. Whitehall
63. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of the DAA technology

64in the table specified below at Whitehall Kiln 2 a nd Whitehall Kiln 3 at th e Whitehall Facility by the dates specified below:

Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limits (lbs. SO 2 /Ton clinker) Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton clinker)
Kiln 2 DAA 1/1/2011 4.06 2.59 Kiln 3 DAA 2/1/2011 3.19
Upon installation of the DAA technology, the Lafa rge Companies shall Continuously Operate the DAA technology during all times of Kiln Oper ation, except during ex cept for periods of DAA technology Malfunction.
64. Within 14 months after the date by which the Lafarge Companies are required to Commence Continuous Operation of the DAA tec hnology at the first K iln identified in Paragraph 63, the Lafarge Companies shall co mply with a Facility-Wide 12-Month Rolling Average Emission Limit for SO 2 of 2.59 lbs./Ton of clinker.
65. Within 90 Days after the date by which the Lafarge Companies are required to Commence Continuous Operation of the DAA tec hnology at each Kiln iden tified in Paragraph 63, the Lafarge Companies shall comply with the 30-Day Rolling Average Emission Limits for
SO 2 at the respective Kiln specified in Paragraph 63. Paulding
66. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of DAA technology in the table specified below at Paulding Kiln 1 and Paulding Kiln 2 at the Paulding Facility in the order selected by the Lafarge Companies by the dates specified below:
65Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) Demonstration Phase Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) 1 s t Selected

Kiln DAA 11/1/2011 See Appendix 5.35 2 n d Selected

Kiln DAA 12/1/2011 See Appendix
Upon installation of the DAA technology, the Lafa rge Companies shall Continuously Operate the DAA technology during all times of Kiln Operation, except during periods of DAA technology Malfunction.
67. Within 12 months after the conclusion of the Optimization Phase as it applies to all Kilns identified in Paragraph 66, the Lafa rge Companies shall achieve and maintain compliance with the Demonstrat ion Phase Facility-Wide 12-M onth Rolling Average Emission Limit for SO 2 of 5.35 lbs./Ton of clinker.
68. The Lafarge Companies shall comply with the Appendix (Control Technology Demonstration Requirements) in setting a 30-Day Rolling Average Emission Limit for SO 2 applicable to each Paulding Kiln. Within 30 Da ys after the establishment of a 30-Day Rolling Average Emission Limit for SO 2 at Paulding Kiln 1 or 2 under the Appendix, the Lafarge Companies shall achieve and maintain complia nce with the 30-Day Rolling Average Emission Limit for SO 2 at the respective Kiln. Seattle
69. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of DAA technology in the table specified below at Seattle Kiln 1 at the Seattle Facility by the date specified below:

66Kiln Control Technology Date of Installation and Commencement

of Continuous

Operation 30-Day Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker) Facility-Wide 12-Month Rolling Average Emission Limit (lbs. SO 2 /Ton of clinker)

1 DAA 2/1/2011 4.12 2.77
Upon installation of the DAA technology, the Lafa rge Companies shall Continuously Operate the DAA technology during all times of Kiln Operation, except during periods of DAA technology Malfunction.
70. Within 14 months after the date by which the Lafarge Companies are required to Commence Continuous Operation of the DAA technol ogy at the Kiln identified in Paragraph 69, the Lafarge Companies shall achieve and mainta in compliance with a Facility-Wide 12-Month Rolling Average Emission Limit for SO 2 of 2.77 lbs./Ton of clinker.
71. Within 90 Days after the date by which the Lafarge Companies are required to Commence Continuous Operation of the DAA technol ogy at the Kiln identified in Paragraph 69, the Lafarge Companies shall comply with th e 30-Day Rolling Average Emission Limit for SO 2 of 4.12 lbs./Ton of clinker at Seattle Kiln 1. Joppa
72. The Lafarge Companies shall comply with such requirements of Illinois Environmental Protection Agency Permit # 05100026 (issued July 6, 2007), applicable to SO 2 emissions at Joppa Kiln 1. From Januar y 1, 2011 through July 31, 2013 or until 180 Days following first introduction of raw material in Joppa Kiln 3 purs uant to Illinois Environmental Protection Agency Permit # 05100026 (issued July 6, 2007), whichever is earlier, the Lafarge Companies shall achieve and maintain complia nce with an interim Facility-Wide 12-Month Rolling Average Tonnage Limit for SO 2 of 1,757 tons per year.

67Tulsa
73. No later than December 1, 2010, the Lafarg e Companies shall provide to U.S. EPA and the Oklahoma Department of Envir onmental Quality, pursuant to Section XIX (Notices), a written re port stating daily SO 2 emissions data for the previous six (6) Operating Months collected by the CEMs installed and operate d at Tulsa Kilns 1 and 2 pursuant to Section
VI.B of this Consent Decree (SO 2 Continuous Emission Monitoring Systems). The written report shall include a statement of whether the Lafarge Companie s are capable of achieving a 30

- Day Rolling Average Emission Rate for SO 2 of 2.5 lb/Ton of clinker at each Tulsa Kiln without DAA technology, including all periods of Star tup, Shut Down, and Malfunction, and an explanation for such statement based upon the CE Ms data provided in the written report.

a. If, upon review of the written report pursuant to Sec tion XI of this Consent Decree (Review and Approval of Submittals), U.S. EPA and the Oklahoma Department of Environmental Quality de termine that the Lafarge Companies can achieve a 30-Day Rolling Average Emission Limit for SO 2 of 2.5 lb/Ton of clinker at a Tulsa Kiln without DAA tec hnology, then within 30 Days of written notice from U.S. EPA and the Oklahoma Department of Environmental Quality, the Lafarge Companies shall achieve a nd maintain compliance with a 30-Day Rolling Average Emission Limit for SO 2 of 2.5 lb/Ton of clinker at the respective Tulsa Kiln. b. If, upon review of the written report pursuant to Sec tion XI of this Consent Decree (Review and Approval of Submittals), U.S. EPA and the Oklahoma Department of Environmental Quality determine that the Lafarge Companies cannot achieve a 30-Day Rolling Average Emission Rate for SO 2 of 2.5 lb/Ton of

68clinker at a Tulsa Kiln without DAA t echnology, then, subject to Section VII (Temporary Cessation of Kiln Operation) , within 12 months following U.S. EPA and the Oklahoma Department of Environm ental Quality’s determination that the Lafarge Companies cannot achieve a 30- Day Rolling Average Emission Rate for
SO 2 of 2.5 lb/Ton of clinker at a Tulsa K iln, the Lafarge Companies shall have installed and Commenced Continuous Operation of DAA technology at the respective Tulsa Kiln. Upon installation of the DAA technology, the Lafarge Companies shall Continuously Operate the DAA technology during all times of Kiln Operation, except for periods of DAA technology Malfunction. The Lafarge Companies shall comply w ith the Appendix (Control Technology Demonstration Requirements) in set ting a 30-Day Rolling Average Emission Limit for SO 2 applicable to the respective Tulsa Kiln. Within 30 Days after the establishment of a 30-Day Rolli ng Average Emission Limit for SO 2 at the respective Tulsa Kiln under the Appendix, the Lafarge Companies shall achieve and maintain compliance with the 30-D ay Rolling Average Emission Limit for
SO 2 at the respective Kiln.
Roberta
74. Upon and after the Effective Date, the Lafarge Companies shall achieve and maintain compliance with a 30-Day Rolling Average Emission Limit for SO 2 of 2.2 lbs/Ton of clinker at the Roberta Kiln 5. Davenport
75. Subject to Section VII (Temporary Cessa tion of Kiln Operation), the Lafarge Companies shall have installed and Commen ced Continuous Operation of the DAA technology

69specified in the table below at Davenport Kiln 1 at the Davenport Facility by the date specified below:

Kiln Control Technology Date of Installation and Commencement of Continuous Operation Facility-Wide 12-Month Rolling Tonnage Limit (Tons SO 2 /12 month period) 1 DAA 7/1/2010 4,850
Upon installation of the DAA technology, the Lafa rge Companies shall thereafter Continuously Operate the DAA technology during all times of K iln Operation, except during periods of DAA technology Malfunction.
76. Upon and after the Effective Date of this Consent Decree, the Lafarge Companies shall achieve and maintain compliance with th e Facility-Wide 12-Month Rolling Tonnage Limit for SO 2 of 4,850 Tons emitted per rolling 12 month period. Harleyville
77. The Lafarge Companies shall comply with such requirements of Permit Number 0900-0004-EF-R2, issued by the South Carolina De partment of Health and Environmental Control on December 14, 2007, as may b ecome applicable relative to SO 2 emissions at Harleyville Kiln 1 at th e Harleyville Facility.

B. SO 2 Continuous Emission Monitoring Systems
78. At each Kiln identified in Paragraph 7.z (except for Joppa Kiln 3) of this Decree, the Lafarge Companies shall install and make oper ational within 12 months of the Effective Date
a SO 2 continuous emissions monitoring system (CEMS) at each stack which collects emissions from such Kiln (or Kilns, in the case of Ravena ) in accordance with the requirements of 40 C.F.R.
Part 60.

7079. Except during CEMS breakdowns, repairs, calibration checks, and zero span adjustments, the CEMS required pursuant to Pa ragraph 78 shall be operated at all times, and shall be used at each Kiln to demonstrate compliance with the SO 2 Emission Limits established in Section VI.A (SO 2 Control Technology, Emission Limits, and Tonnage Limits) and the Appendix (Control Technology Demonstration Require ments), as applicable, of this Consent
Decree.
80. Each SO 2 CEMs required pursuant to Paragraph 78 shall monitor and record the applicable SO 2 emission rate from each Kiln stack in units of lbs of SO 2 per Ton of clinker produced at such Kiln and sha ll be installed, certified, calibrated, maintained, and operated in accordance with the applicable requirements of 40 C.F.R. Part 60.
81. For purposes of this Consent Decree, all emissions of SO 2 shall be measured by CEMS. During any time when CEMs are inoperab le and otherwise not measuring emissions of
SO 2 from any Kiln, the Lafarge Companies shall apply the missing data substitution procedures used by the Affected State or the missing data substitution procedures in 40 C.F.R. Part 75, Subpart D whichever is deemed a ppropriate by the Affected State.
VII. TEMPORARY CESSATION OF KILN OPERATION
82. If the Lafarge Companies Temporarily Ceas e Kiln Operation of any Kiln prior to the date by which the Lafarge Companies are requi red to install and/or Continuously Operate any Control Technology at that Kiln under Section V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requi rements) and/or Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitori ng Requirements), the Lafarge Companies shall provide written notice within ten (10) Days af ter such Temporary Cessation, specifying the date

71on which such period of Temporary Cessation be gan. The Lafarge Companies shall provide such written notice pursuant to Section XIX (Notices).
83. If the Lafarge Companies have provide d the written notice as required in Paragraph 82, the Lafarge Companies shall not be required to install and Continuously Operate the Control Technology at that Kiln by the date required in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitori ng Requirements) and/ or Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, a nd Monitoring Requirements) of this Consent Decree with respect to that Kiln. However, the Lafarge Companies shall not recommence Kiln Operation after the date required in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) and Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) of this Consent Decree with respect to that Kiln unless the Lafarge Co mpanies have first in stalled and Commenced Continuous Operation of the Control Technol ogy required, commenced compliance with all requirements for that Kiln contained in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) and/or Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and have provided notice to EPA within 30 Days after recommencing Kiln Operation. If the Lafarge Companies recommence Kiln Operation without installing and Commencing Continuous Operation of the Control Technology required under, and do not co mmence compliance with all requirements for that Kiln contained in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) and/or Section VI (SO 2 Control Technology Emission Limits, Tonnage Limits, and Monitoring Requirements), they shall be liable for stipulated penalties pursuant to Section XIII (Stipulated Penalties).

7284. Notwithstanding Paragraph 83, if the Lafarge Companies Temporarily Cease Kiln Operation for twenty-four (24) consecutive months subsequent to the Ef fective Date of this Consent Decree, prior to recommencing Kiln Oper ation the Lafarge Companies shall first apply for and obtain applicable permits required under: (1) the PSD provi sions of the Act, 42 U.S.C. §§ 7470-7492 and/or the nonattainment NSR provisions of the Act, 42 U.S.C. §§ 7501-7515; or (2) the federally-approved and enfor ceable SIPs which incorporate and/or implement the federal PSD and/or nonattainment NSR requirements. Pe riods of Kiln Operation after the date the requirement to install and Commence Continuou s Operation of a Control Technology arises in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) and/or Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) without the required Control Tec hnology installation and Commencement of Continuous Oper ation shall not interrupt any por tion of the twenty-four (24) consecutive month period of Te mporary Cessation of Kiln Oper ation that applies under this paragraph. For the purposes of this Paragraph, such periods of Kiln Operation without the required Control Technology shall be included in the Temporary Cessation of Kiln Operation.
VIII. ELECTION TO RETIRE AND REPLACE KILNS
85. By December 31, 2010, the Lafarge Compan ies shall provide written notice to
U.S. EPA, Director of the Air Enforcement Divi sion, and the Affected Stat es in which the Kilns are located, stating whether the Lafarge Compan ies intend to Retire and Replace any Kiln at Ravena and Alpena in lieu of retrofitting th e Control Technology required under this Consent
Decree.

73IX. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS
86. Except as provided in Paragraph 87 belo w, emission reductions resulting from compliance with the requirements of this Consent Decree shall not be consid ered as a creditable contemporaneous emission decrease for the purpose of obtaining a netting cr edit under the Clean Air Act’s Non-attainment NSR and PSD programs.
87. Notwithstanding Paragraph 86, Lafarge ma y use any emission decreases of NO x and SO 2 under this Consent Decree generated from th e Retirement of any Alpena Kiln or any Ravena Kiln as creditable decreases for the purpo se of obtaining netting credits or offsets for these pollutants under the Clean Ai r Act’s Non-attainment NSR and PSD programs, solely at the respective Facility, for constr uction of any Replacement Kilns at the Alpena and Ravena Facilities if, as required under this Consent Decree:

a. The Lafarge Companies Retire any Kiln(s) to be Replaced by a new Kiln at Alpena or Ravena; b. The Lafarge Companies install and Commence Continuous Operation of Wet FGD technology designed to achieve an SO 2 Control Efficiency of 95% at each Replacement Kiln(s) at the Alpena or Ravena Facilities or, subject to review and approval by U.S. EPA and the Affected Stat e pursuant to Section XI (Review and Approval of Submittals), equivalent alternative SO 2 Control Technology that may include but shall not be limited to kiln system design, which is individually or collectively designed to achieve an equi valent Control Efficiency at each Replacement Kiln(s) at the Alpena or Ravena Facilities;

c. The Lafarge Companies install and Commence Continuous Operation of one SNCR at each Replacement Kiln at th e Alpena or Ravena Facilities;

74d. Within 180 Days after the Lafarge Comp anies have commenced operation of any Replacement Kiln(s) at Alpena or Ravena, the Lafarge Companies achieve compliance with the 30-Day Rolling Average Emission Limit for SO 2 of 1.4 lb/Ton of clinker at the Replacement Kiln, or the applicable New Source Performance Standard for SO 2 for Portland Cement Manufacturing Facilities promulgated pursuant to Section 111 of the Act, whichever is more stringent, at each Replacement Kiln;

e. Within 180 Days after the Lafarge Comp anies have commenced operation of any Replacement Kiln(s) at Alpena or Ravena, the Lafarge Companies achieve compliance with the 30-Day Rolling Average Emission Limit for NO x of 2.1 lb/Ton of clinker at that Alpena Repl acement Kiln and 2.3 lb/Ton of clinker at that Ravena Replacement Kiln, or appli cable New Source Performance Standard for NO x for Portland Cement Manufacturing Fa cilities promulgated pursuant to Section 111 of the Act, whichever is mo re stringent, at the Replacement Kiln; f. The permits or approvals for any Replacement Kilns at the Alpena or Ravena Facilities are consistent w ith the requirements and limitations of this Paragraph; and
g. The Lafarge Companies comply with all other requirements under Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VII (Temporary Cessation of Kiln Operation) and VIII (Election to Retire and Replace Kilns) of this Cons ent Decree applicable to the Ravena or Alpena Facilities.

7588. The limitations on the generation and use of netting credits or offsets set forth in Paragraphs 86 do not apply to emission reduction s achieved by the Lafarge Companies that are surplus to those required under this Consent Decree (“surplu s emission reductions”). For purposes of this Paragraph, surplus emission re ductions are the reduction over and above those required under this Consent Decree that result from the Lafarge Companies’ compliance with federally enforceable emissions limits that are more stringent than limits imposed under this Consent Decree or from the Lafarge Companies’ compliance with emissions limits otherwise required under applicable provisions of the Clean Air Act or with an applicable SIP that contains more stringent limits than those im posed under this Consent Decree.
89. Nothing in this Consent Decree is inte nded to preclude the emission reductions generated under this Consent Decr ee from being considered by U.S. EPA or a State as creditable contemporaneous emission decreases for the purpose of attainment demonstrations submitted pursuant to § 110 of the Act, 42 U.S.C. § 7410, or in determining impacts on NAAQS, PSD increments, or air quality-related values, including visibility in a Class I area.
90. The Lafarge Companies shall, within 30 Days after the Effective Date, apply to the State of Georgia for and upon issuance retire fifty (50) NO x Emission Reduction Credits pursuant to Georgia's Emission Reduction Credit Rule Ga. Comp. R. & Re gs. R., 391-3-1-.03(13) and the Clean Air Act. Lafarge shall thereafter provide notice to U.S. EPA of such retirement within 30 Days following receipt from the State of Georgia of confirmation of the retirement.
X. PERMITS
91. Where any compliance obligation under th is Consent Decree requires the Lafarge Companies to obtain a federal, State, or loca l permit or approval the Lafarge Companies shall submit a timely and complete application for such permit or approval and take all other actions

76necessary to obtain all such permits or approvals, allowing for al l legally required processing and review including requests for additional info rmation by the permitting or approval authority. Except as provided for in Paragraphs 16, 21, 54, and 59, the Lafarge Companies may seek relief under the provisions of Section XIV of this Consent Decree (Force Majeure) for any delay in the performance of any obligation under this Consent Decree resulting fr om a failure to obtain, or a delay in obtaining, any permit or approval require d to fulfill such oblig ation, if the Lafarge Companies have submitted timely and complete applications and have taken all other actions necessary to obtain all such permits or approva ls and responses to requests for additional information.
92. In addition to having first obtained any required preconstruction permits or other approvals pursuant to Paragraph 91, the Lafa rge Companies, within 12 months after the Commencement of operation of each Control Tec hnology required to be in stalled, upgraded, or operated on a Kiln under this Cons ent Decree, shall apply to the Affected State to include the requirements and limitations enumerated in this Consent Decree in a construction permit or other permit or approval (other than a Title V permit) which is federally enforceable, issued under the SIP of the Affected State, and issued under au thority independent of the Affected State’s authority to issue Title V permits. The permit or approval shall requir e compliance with any applicable 30-Day Rolling Average Emission Limit, Facility-Wide 12-Month Rolling Average Emission Limit, and any applicable Facility -Wide 12-Month Rolling Tonnage Limit, and any monitoring requirements, including those in Sect ions V.B and VI.B. of this Decree. Following submission of the application for the permit or approval, the Lafarge Companies shall cooperate with the appropriate permitting authority by prom ptly submitting all information that such permitting authority seeks following its receipt of the application for the permit.

7793. Upon issuance of a permit by the Affected State, or in conjunction with the issuance of such permit, the Lafarge Companie s shall file any applications necessary to incorporate the requirements of the permit into the Title V operating permit for the relevant Facility. The Lafarge Companies shall not cha llenge the inclusion in any such permit of the Emission Limits and Tonnage Limits expressly prescribed in this Consent Decree (including, where applicable, 30-Day Rolling Average Emission Limits determined in accordance with the Appendix), but nothing in this Cons ent Decree is intended nor shall it be construed to require the establishment of Emission Limits or Tonnage Limits other than those Emission Limits and Tonnage Limits expressly prescribed in this Consent Decree nor to preclude the Lafarge Companies from challenging any more stringent Em ission Limits or Tonnage Limits should they be proposed for reasons independe nt of this Consent Decree.
94. As soon as practicable, but in no event la ter than one hundred twenty (120) Days after the establishment of any Emission Lim its pursuant to Consent Decree, the Lafarge Companies shall submit applications to the appr opriate permitting authority to incorporate all applicable Emission Limits, and any requirement s and limitations, including those in Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) of this Decree, into federally enfo rceable construction or other permits (other than Title V permits) which are federally enforceable. Following submission of the permit application by the Lafarge Companies to the Af fected State, the Lafarge Companies shall cooperate with the appropriate permitting author ity by promptly submitting all information that such permitting authority seeks fo llowing its receipt of the permit application. Upon issuance of such permit or in conjunction with such permitti ng by the Affected State, the Lafarge Companies

78shall file any applications necessary to incorpor ate the requirements of that permit into the Title V operating permit of the appropriate Facility. The Lafarge Companies shall not challenge the inclusion in any such permit of the Emission Lim its and Tonnage Limits expressly prescribed in this Consent Decree (including, where appli cable, 30-Day Rolling Average Emission Limits determined in accordance with the Appendix), bu t nothing in this Consent Decree is intended nor shall it be construed to require the establishment of Emission Limits or Tonnage Limits other than those Emission Limits and Tonnage Limits e xpressly prescribed in th is Consent Decree nor to preclude the Lafarge Companies from cha llenging any more stringent Emission Limits or Tonnage Limits should they be proposed for reasons independent of this Consent Decree.
95. The Parties agree that the incorporati on of any Emission Limits and any other requirements and limitations into the Title V permits for the Lafarge Companies’ Facilities shall be in accordance with the applicable fede ral, State or local rules or laws.
96. For each Kiln, the Lafarge Companies shall provide U.S. EPA with a copy of each application for a permit to address or comply with any provision of this Consent Decree, as well as a copy of any permit proposed as a resu lt of such application, to allow for timely participation in any public comment opportunity.
97. In lieu of incorporating the terms of the Consent Decree directly into a permit issued under a SIP pursuant to Paragraphs 92 and 94, the Lafarge Companies may request an Affected State to submit the porti ons of the Consent Decree applicab le to the Facilities in that Affected State to the U.S. EPA for approval under the State’s SIP in accordance with 42 U.S.C. § 7410(k). Upon approval by the U.S. EPA, those portions of this Consent Decree will be incorporated into the Affected State’s SIP, and subsequently incorporated into Title V permits for each Facility consistent with applicable requirements in 40 C. F.R. Part 70 or State-specific

79rules adopted and approved consistent with Part70. The Lafarge Companies agree not to contest the submittal of any such proposed SIP revision that incorporates the terms of this Consent Decree to U.S. EPA, or U.S. EPA’s approval of such submittal, or the incorporation of the applicable portions of this Consent Decree through these SIP requirements into the Title V permits.
98. Notwithstanding Paragraphs 91-94 and 97, not hing in this Consent Decree shall be construed to require the Lafa rge Companies to apply for or obtain a PSD or Non-attainment NSR permit or SIP amendment for any actions required under this Consent Decree.
99. When permits or SIP amendments are re quired as described in Paragraphs 91-94 and 97, the Lafarge Companies shall complete and submit applications for such permits or SIP amendments to the appropriate authorities to allow sufficient time for all legally required processing and review of the permit application or application for a SIP amendment, including requests for additional information by the permitt ing authorities. Any failure by the Lafarge Companies to submit a timely and complete permit application or application for a SIP amendment for any Kiln shall bar any use by the Lafarge Companies of Section XIV (Force Majeure) of this Consent Decree, where a Force Majeure claim is based on permitting delays or delays associated with issuance of a the SIP amendment.
100. Notwithstanding the reference to Title V permits in this Consent Decree, the enforcement of such permits shall be in accordan ce with their own terms and the Act. The Title V permits shall not be enforceable under this Consent Decree, although any term or limit established by or under this Cons ent Decree shall be enforceabl e under this Consent Decree regardless of whether such term has or will become part of a Title V permit, subject to the terms of Section XXIII (Termination) of this Consent Decree.

80XI. REVIEW AND APPRO VAL OF SUBMITTALS
101. After review of any plan, report, or ot her document that is required to be submitted pursuant to this Consent Decree, U.S. EP A and the Affected State shall in writing: (a) approve the submission; (b) approve the submi ssion upon specified conditions; (c) approve part of the submission and disapprove the remai nder; or (d) disapprove the submission.
102. If the submission is approved pursuant to Paragraph 101, the Lafarge Companies shall take all actions required by the plan, re port, or other document, in accordance with the schedules and requirements of the plan, report, or other document, as approved. If the submission is conditionally approve d or approved only in part, pursu ant to Paragraph 101(b) or (c), the Lafarge Companies shall, upon written dir ection of U.S. EPA, after consultation with the Affected State, take all actions required by the approved plan, report, or other item that U.S. EPA, after consultation with the Affected State, de termines are technically severable from any disapproved portions, subject to Lafarge’s right to dispute on ly the specified conditions or the disapproved portions, under Section XV of this Decree (Dispute Resolution).
103. If the submission is disapproved in whole or in part pursuant to Paragraph 101(c) or (d), the Lafarge Companies shall, within 45 Days or such other time as the Parties agree to in writing, correct all deficiencies and resubmit the plan, report, or other item, or disapproved portion thereof, for approval, in accordance with the preceding Pa ragraphs. If the resubmission is approved in whole or in part, the Lafarge Co mpanies shall proceed in accordance with the preceding Paragraph.
104. Any stipulated penalties applicable to an original submission that is disapproved in whole or in part pursuant to Paragraph 101(c) or (d), as provid ed in Section XIII (Stipulated Penalties) of this Decree, sha ll continue to accrue during the period specified in Paragraph 114,

81but any stipulated penalties that accrue followi ng the receipt of the submission shall not be payable unless the resubmission is untimely or is disapproved in whole or in part; provided that, if the original submission was so deficient as to constitute a material breach of Lafarge’s obligations under this Decree, the stipulated penalties applicable to the original submission shall be due and payable notwithstandi ng any subsequent resubmission.
105. If a resubmitted plan, report, or other item, or portion thereof, is disapproved in whole or in part, U.S. EPA and the Affected St ate may again require the Lafarge Companies to correct any deficiencies in accordance with the preceding Paragraphs, or may themselves correct any deficiencies and seek stipulat ed penalties, subject to the La farge Companies’ right to invoke Dispute Resolution under Section XV of this Consent Decree.
XII. REPORTING REQUIREMENTS
106. The Lafarge Companies shall submit the following reports: Within 30 Days after the end of each half calendar year ( i.e ., by January 30th, July 30th) after the Effective Date, until termination of this Decree pursuant to Section XXIII (Termination), the Lafarge Companies shall submit a semi-annual report to U.S. EPA and the Affected States for the immediately preceding half calendar year period that shall:

a. Identify any and all dates on which the Lafarge Companies have installed, or describe the progress of installation of, each Control Technology required for each Kiln under Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Require ments) and Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), and describe any problems encountered or anticipated during such installation, together with implemented or proposed solutions;

82b. Identify any and all dates on which the Lafarge Companies have completed installation of, or describe the progress of installation of, each CEMS required under Section V.B. (NO x Continuous Emission Monitoring Systems)and Section
VI.B (SO 2 Continuous Emission Monitoring Syst ems), and describe any problems encountered or anticipated during such in stallation, together with implemented or proposed solutions;

c. Identify any and all dates on which the Lafarge Companies Temporarily Ceased Kiln Operation pursuant to Section VII (Temporary Cessation of Kiln Operation); d. Provide all CEMS data collected for each Kiln, including an explanation of any periods of CEMs downtime together with any missing data for which the Lafarge Companies applied missing data substitu tion procedures, under Section V.B. (NO x Continuous Emission Monitoring Systems) and Section VI.B (SO 2 Continuous Emission Monitoring Systems);

e. Demonstrate compliance with all applicab le Demonstration-Phase Facility-Wide 12-Month Rolling Average Emission Limits in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) and Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) of the Consent Decree; f. Demonstrate compliance with all appli cable Facility-Wide 12-Month Rolling Average Emission Limits in Section V (NO x Control Technology, Emission Limits, Tonnage Limits and Monitori ng Requirements) and Section VI (SO 2 Control Technology, Emission Limits, Tonnage Limits and Monitoring Requirements) of the Consent Decree;

83g. Demonstrate compliance with all appl icable 30-Day Rolling Average Emission Limits of this Consent Decree, including but not limited to those in Sections V (NO x Control Technology, Emission Limits and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits and Monitoring Requirements) of this Consent Decree; h. Demonstrate compliance with all applicable 12-Month Rolling Tonnage Limits under Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) and VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements); i. Provide a complete description and status of all actions the Lafarge Companies have undertaken to comply with the Appendix of this C onsent Decree; j. Demonstrate compliance with any applicable 30-Day Rolling Average Emission Limits established under the Appe ndix of this Consent Decree; k. Describe the status of the election made pursuant to Secti on VIII (Election to Retire and Replace Kilns) of this Consent Decree; l. If applicable, describe the status of actions underta ken pursuant to Section IX (Prohibition on Netting Credits or Offset s from Required Controls) of this Consent Decree;

m. Describe the status of permit applic ations and any proposed SIP revisions required under this Consent Decree; and

n. Describe the status of an y operation and maintenance work relating to activities required under this Consent Decree.

84The semi-annual report shall also include a description of any non- compliance with the requirements of this Consent Decree and an explana tion of the violation’s likely cause and of the remedial steps taken, or to be taken, to prevent or minimize such violation.
107. If the Lafarge Companies violate, or have reason to believe that they may violate, any requirement of this Consen t Decree, the Lafarge Companies shall notify the United States and the Affected State of such violation and its likely duration, in writing, within ten Business Days of the Day the Lafarge Companies first beco me aware of the violatio n, with an explanation of the violation’s likely cause and of the remedi al steps taken, or to be taken, to prevent or minimize such violation. The Lafarge Companies shall investigate the caus e of the violation and shall then submit an amendmen t to the report required under Paragraph 106, including a full explanation of the cause of the violation, within 30 Days of the Day Lafarge becomes aware of the cause of the violation. Nothing in this Pa ragraph or the following Paragraph relieves Lafarge of its obligation to provide the notice required by Section XIV of this Consent Decree (Force Majeure) if Lafarge contends a Force Majeure event occurred.
108. Whenever any violation of this Consent Decree, or of any applicable permits required under this Consent Decree, or any ot her event affecting the Lafarge Companies’ performance under this Decree, or the performance of any Facility, may pose an immediate threat to the public health or welfare or the e nvironment, the Lafarge Companies shall notify U.S. EPA and the Affected State, orally or by electroni c or facsimile transmission as soon as possible, but no later than 24 hours after Lafarge first kne w, or should have known, of the violation or event. This procedure is in addition to the re quirements set forth in the preceding Paragraph.
109. All reports shall be submitted to the pers ons designated in Section XIX of this Consent Decree (Notices).

85110. Each report submitted by Lafarge under this Section shall be signed by an official of the submitting party and incl ude the following certification: I certify under penalty of law that this document and all attachments were 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 inquiry of the pers on or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalt ies for submitting false information, including the possibili ty of fine and imprisonment for knowing violations. This certification require ment does not apply to emergency or similar notifications where compliance would be impractical.
111. The reporting requirements of this Consen t Decree do not relieve Lafarge of any reporting obligations required by the Clean Air Act or implementi ng regulations, or by any other federal, State, or local law, regul ation, permit, or other requirement.
112. Any information provided pursuant to this Consent Decree may be used by the United States in any proceeding to enforce th e provisions of this Consent Decree and as otherwise permitted by law.
XIII. STIPULATED PENALTIES
113. The Lafarge Companies shall be liable for s tipulated penalties to the United States and Affected State(s) for violatio ns of this Consent Decree as sp ecified in Table 1 below, unless excused under Section XIV (Force Majeure). A violation includes failing to perform any obligation required by the terms of this Decree, including any wo rk plan or schedule approved under this Decree, according to all applicable requirements of this Decree and within the specified time schedules establis hed by or approved under this Decr ee. Violation of an Emission

86Limit that is based on a 30-Day Rolling Aver age is a violation on every Day on which the average is based. Where a violation of a 30-Da y Rolling Average Emission Limit (for the same pollutant and from the same source) recurs with in periods of less than thirty (30) Days, the Lafarge Companies shall not pay a daily stipulated penalty for any Day of recurrence for which a stipulated penalty is already rec overable. A violation of an Em ission Limit that is based on a 12

- Month Rolling Average is a violation each month on which the average is based. Where a violation of a 12-Month Rolling Average Emi ssion Limit or 12-Month Rolling Tonnage Limit (for the same pollutant and from the same source) recurs within periods of less than twelve (12) months, the Lafarge Companies shall not pay a m onthly stipulated penalty for any month of the recurrence for which a stipulated penalty is alre ady recoverable. Stipul ated penalties may only be assessed once for a given Day or month with in any averaging period for violation of any particular Emission Limit or Tonnage Limit. S tipulated penalties for consecutive periods of violation of an Emission Limit or Tonnage Lim it shall be calculated based upon the violation ofthe Emission Limit or Tonnage Limit for the same pollutant from the same Kiln (if a Kilnspecific limit) or Facility (i f a Facility-specific limit).
TABLE 1
Consent Decree Violation Stipulated Penalty Failure to pay the civil penalty as specified in Section IV (Civil Penalty) of this Consent Decree. $7,500 for each Day

Failure to Comply with a Facility-Wide 12-Month Rolling Average Tonnage Limit for NO x or SO 2 For each new calendar month on which the calculated Facility-Wide 12-Month Rolling Tonnage emissions exceed the applicable Limit: $1,000 per Ton for the first 100 Tons over the Limit, and $5,000 per Ton for each additional Ton over the Limit.

87Consent Decree Violation Stipulated Penalty

Failure to comply with a Facility-Wide 12-Month Rolling Average Emission Limit (including Demonstration Phase Limits) for NO x or SO 2 , where the emissions are less than 5% in excess of the limits set forth in this Consent Decree. $7,500 for each month during the initial 12 months, and $10,000 for each consecutive month thereafter of a violation of the Facility-Wide Rolling Average Emission Limit (including Demonstration Phase Limits), where the violation is less than 5% in excess of the Limit.

Failure to comply with a Facility-Wide 12-Month Rolling Average Emission Limit (including Demonstration Phase Limits) for NO x or SO 2 , where the emissions are equal to or greater than 5% but less than 10% in excess of the limits set forth in this Consent Decree. $10,000 for each month during the initial 12 months, and $15,000 for each consecutive month thereafter of violation of the Facility-Wide Rolling Average Emission Limit (including Demonstration Phase Limits), where the violation is equal to or greater than 5% and less than 10% in excess of the Limit.

Failure to comply with a Facility-Wide 12-Month Rolling Average Emission (including Demonstration Phase Limits) for NO x or SO 2 , where the emissions are equal to or greater than 10% in excess of the limits set forth in this Consent Decree. $20,000 for each month during the initial 12 months, and $32,500 for each consecutive month thereafter of violation of the Facility-Wide Rolling Average Emission Limit (including Demonstration Phase Limits), where the violation is equal to or greater than 10% in excess of the Limit. Failure to comply with a 30-Day Rolling Average $1,500 for each Day during any 30

- Emission Limit for NO x or SO 2 , where the emissions Day rolling period where the are less than 5% in excess of the limits set forth in this violation is less than 5% in excess of Consent Decree. the Limit. Failure to comply with a 30-Day Rolling Average Emission Limit for NO x or SO 2 , where the emissions are equal to or greater than 5% but less than 10% in excess of the limits set forth in this Consent Decree $3,000 for each Day during any 30

- Day rolling period where the violation is equal to or greater than 5% but less than 10% in excess of the Limit.
Failure to comply with a 30-Day Rolling Average $5,000 for each Day during any 30

- Emission Limit for NO x or SO 2 , where the emissions Day rolling period where equal to or are equal to or greater than 10% in excess of the limits greater than 10% in excess of the set forth in this Consent Decree Limit.

88Consent Decree Violation Stipulated Penalty

Failure to install or Co mmence Continuous Operation or Continuously Operate Control Technology at a Kiln $5,000 for each consecutiveDay during the first 20 Days, $10,000 for each consecutive Day for the next 40 Days, and $32,500 for each consecutive Day thereafter Failure to install or Commence Continuous Operation or Continuously Operate Control Technology at a Kiln upon re-commencing operati on of that Kiln following Temporary Cessation of Kiln Operation under Section VII of this Consent Decree $100,000 upon re-commencing Kiln Operation and $32,500 for each Day thereafter
Failure to apply for any permit or permit amendment or seek a SIP approval required by Section X (Permits) $1,000 for each Day for each such failure Failure to install or opera te a CEMS in conformance with the requirements of Section V.B. (NOx Continuous Emission Monitoring Systems) or Section VI.B (SO 2 Continuous Emission Monitoring Systems), as applicable. $1,000 for each Day for each such failure

Failure to timely submit, modify, or implement, as approved, a report, plan, st udy, analysis, protocol, or other submittal required by this Consent Decree $750 for each Day during the first 10 Days, $1,000 per Day thereafter
Any other violation of this Consent Decree $1,000 for each Day for each violation

114. Subject to the provisions of Paragraph 113 above, stipulat ed penalties under this Section shall begin to accrue on the Day after perfor mance is due or on the Day a violation occurs, whichever is applicable, and shall continue to accrue until performance is satisfactorily completed or until the violation ceases. Stipul ated penalties shall accrue simultaneously for separate violations of this Cons ent Decree. The United States or A ffected State(s), or all of the foregoing, may seek stipulated penalties under th is Section. Where both the United States and the Affected State(s) seek stipul ated penalties for the same violation of this Consent Decree, the Lafarge Companies shall pay 67% to the United States and 33% to the Affected State(s).

89115. The Lafarge Companies shall pay any stipul ated penalty within thirty (30) Days of receiving the United States’ and/or the Affected State(s’) written demand.
116. The United States and the Affected State(s) may, in the unreviewable exercise of their collective or individual discretion, reduce or waive stipulated penalt ies otherwise due either the United States or the Affected State(s) under this Consent Decree.
117. Stipulated penalties shall continue to accrue as provided in this Section, during any Dispute Resolution, but need not be paid until the following:

a. If the dispute is resolved by agreement be tween the Parties or by a decision of the United States or the Affected State that is not appealed to the Court, the Lafarge Companies shall pay accrued penalties de termined to be owing, together with interest accruing from the 31 st Day after the written demand in Paragraph 115, within 30 Days of the effective date of the agreement or the receipt of U.S. EPA’s or the Affected State’s decision or order. b. If the dispute is appealed to the Court and the United States or the Affected State is the prevailing party, in whole or in part , as may be determined by the Court, the Lafarge Companies shall pay all accrued pe nalties determined by the Court to be owing, together with interest accruing from the 31 st Day after the written demand in Paragraph 115, within 60 Days of r eceiving the Court’s decision or order, except as provided in Subparagraph c, below.

c. If any Party appeals the District Court’ s decision, the Lafarge Companies shall pay all accrued penalties determined to be owing, together with interest accruing from the 31 st Day after the written demand in Paragraph 115, within 15 Days of receiving the final a ppellate court decision.

90118. The Lafarge Companies shall pay stipulated penalties owing to the United States and an Affected State in the manner set forth an d with the confirmation notices to the persons specified in Paragraphs 8 and 9, except that the transmittal letter shall stat e that the payment is for stipulated penalties and shall state for which violation(s) the penalties are being paid. The Lafarge Companies shall pay stipulated penalties owing to an Affected State in accordance with the instructions provided below:
TABLE 2 State Payment Instructions Alabama Corporate check made payable to “Ala bama Department of Environmental Management” and mailed to: Alabama Department of Environmental Management P.O. Box 301463 Montgomery, AL 36130-1463
Kansas Check payable and mailed to: Kansas Department of Health and Environment Address: Kansas Department of Health and Environment 1000 SW Jackson Street, Suite 310 Topeka, Kansas 66612-1366 Attn: Victor Cooper The memorandum portion of the check sh all identify the case number.
Illinois Certified check or money order paya ble to "Illinois EPA for deposit into the EPTF" and mailed to: Illinois Environmental Protection Agency Fiscal Services 1021 North Grand Avenue East P. O. Box 19276 Springfield, IL 62794-9276

91State Payment Instructions
Iowa Check payable to the "State of Iowa" and mailed to: David R. Sheridan Environmental Law Division Lucas State Office Bldg. 321 E. 12th Street, Room 018 Des Moines, IA 50319 Michigan Check payable to the "State of Michigan" and mailed to: Michigan Department of Environmen tal Quality, Financial and Business Services Division, Revenue Control P.O. Box 30657 Lansing, Michigan 48909-8157. To ensure proper credit, the civil penalty payment shall include the Agreement Identification No. AQD3303S on the face of the check.
Missouri Certified check payable to th e “State of Missouri (Jackson County Treasurer)” and mailed to: Jo Ann Horvath Office of the Attorney General P. O. Box 899 Jefferson City, MO 65102-0899
New York Check payable to “Department of Environmental Conservation” and mailed to: Attention: Elissa Armater, Office of General Counsel New York Department of E nvironmental Conservation 625 Broadway Albany, New York 12233-5500, With a copy to: Robert Rosenthal, Assi stant Attorney General Environmental Protection Bureau Office of the Attorney General The Capitol Albany, New York 12224

92State Payment Instructions Ohio Certified check payable to the orde r of “Treasurer, State of Ohio,” mailed to: Martha Sexton, Paralegal, or her succe ssor, Office of the Attorney General of Ohio, Environmental Enforcement Section, 30 East Broad Street, 25th Floor Columbus, Ohio 43215 A letter shall accompany the check briefl y describing the type of violation, deadline, or requirement not met and the date upon which the violation of this Consent Decree occurred; the memorandum portion of the check, or some other prominent location on the transmittal letter or documentation, shall include a reference to “A.G. EAGO No. 354473.” Oklahoma Check payable and mailed to: Department of Environmental Resources Management Quality Accounts Receivable Financial and Human Department of Environmental Quality P.O. Box 2036 Oklahoma City, OK 73101-2036 Pennsylvania Corporate check payable to th e “Commonwealth of Pennsylvania – Clean Air Fund” and mailed to: Air Quality Program Manager, PA Department of Environmental Protection, 2 Public Square Wilkes-Barre, PA 18711 Puget Sound Check payable and mailed to “Puget Sound Clean Air Agency”: Clean Air Agency Dennis McLerran Executive Director Puget Sound Clean Air Agency 1904 3rd Ave, Suite 105 Seattle WA USA 98101

93State Payment Instructions South Check payable to: “SC Department of Health and Envir onmental Control” Carolina Department of R. Keith Frost, Director Health and Air Compliance Management Division Environmental Bureau of Air Quality Control SC Department of Health and Environmental Control 2600 Bull Street Columbia, SC 29201 Washington Check payable and mailed to: State Department of Department of Ecology Ecology Cashiering Unit P.O. Box 47611, Olympia, WA 98504-7611 The Memorandum on the check should reference NR09002001 and “Lafarge Settlement.”

119. The Lafarge Companies shall not deduct stipulated penalties paid under this Section in calculating their federal income tax.
120. If the Lafarge Companies fail to pay stipulated penalties according to the terms of this Consent Decree, the Lafarge Companies shall be liable for interest on such penalties, as provided for in 28 U.S.C. § 1961, accruing as of the date payment became due. Nothing in this Paragraph shall be construed to limit the United St ates or any Affected State from securing any remedy otherwise provided by law for the Lafarg e Companies’ failure to pay any stipulated penalties.
121. Subject to the provisions of Section XVII of this Consent Decree (Effect of Settlement/Reservation of Rights), the stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, remedies, or sanctions available to the United States or an Affected State for the Lafarge Companies’ violation of this Consent Decree or applicable law.

94Where a violation of this Consent Decree is al so a violation of any applicable statute or regulation, the Lafarge Companies sh all be allowed a credit, dollar for dollar, for any stipulated penalties paid, against any stat utory penalties imposed for such violation, including penalties resulting from enforcement pursuant to Paragraphs 146 and 147.
XIV. FORCE MAJEURE
122. “Force Majeure” (for purposes of this Consent Decree) is defined as any event arising from causes beyond the control of the Lafa rge Companies, of any entity controlled by the Lafarge Companies, or of the Lafarge Compan ies’ Contractors, that causes a delay or impediment to performance in complying with any obligation under this Consent Decree despite the Lafarge Companies’ best efforts to fulfill the obligation. The require ment that the Lafarge Companies exercise best efforts to fulfill the oblig ation includes using best efforts to anticipate any potential Force Majeure event and best efforts to address the effects of any such event (a) as it is occurring and (b) after it has occurred to prevent or minimize any resulting delay to the greatest extent possible. Force Majeure does not include the Lafarge Companies’ financial inability to perform any obligation under this Consent Decree.
123. If any event occurs or has occurred that may delay the performance of any obligation under this Consent D ecree, and which Lafarge Companies contend qualifies as an event of Force Majeure, the Lafarge Companies shall provide notice orally or by electronic or facsimile transmission to the representatives of U. S. EPA and the Affected State(s) designated to receive notice pursuant to Section XIX (Notices) as soon as practicable but no later than seven (7) Business Days following the date the Lafarge Comp anies first knew, or in the exercise of due diligence should have known, that the claimed Force Majeure event might cause a delay and give rise to a claim of Force Majeure. The Lafarg e Companies shall provide written notice of the

95event as soon as practicable, but in no event la ter than 21 Business Days following the date when the Lafarge Companies first knew that the even t might cause a delay. The written notice shall explain and describe the reasons for the delay; the anticipated duration of the delay; all actions taken or to be taken to prevent or minimize th e delay; a schedule for implementation of any measures to be taken to prevent or mitigate the de lay or the effect of the delay; and the Lafarge Companies’ rationale for attributing such delay to a Force Ma jeure event if it intends to assert such a claim. The Lafarge Companies shall include with any written notice all available documentation supporting the claim that the delay was attributable to a Force Majeure. The Lafarge Companies shall be deemed to know of any circumstance of which the Lafarge Companies, any entity controlled by the La farge Companies, or the Lafarge Companies Contractors knew or should have known.
124. Failure by the Lafarge Companies to comply with the notice requirements of Paragraph 123 may render this Section voidabl e by U.S. EPA, after an opportunity for consultations with the Affected State, as to the specific event for which the Lafarge Companies have failed to comply with such notice requirement. If so voided, it shall be of no effect as to the particular event involved.
125. If U.S. EPA and the Affected State agree that the delay or an ticipated delay is attributable to a Force Majeure event, the appr opriate Parties may reach agreement and stipulate in writing to an extension of th e required deadline(s) for all requirement(s) affected by the Force Majeure event for a period equivalent to the dela y actually caused by the Force Majeure event, or such other period as may be appropriate in light of the circumstances. If such stipulation results in a material change to the terms of the Cons ent Decree, the stipulati on shall be filed as a modification to the Consent Decree pursuant to Section XXII (Modificatio n). An extension of

96the time for performance of the obligations aff ected by the Force Majeur e event shall not, of itself, extend the time for performance of any other obligation. If th e Parties do not reach agreement on the appropriate extension of any dead lines affected by a Force Majeure event, U.S. EPA and the Affected State will notify the Lafa rge Companies in writing of the length of the extension, if any, for performance of the obligations a ffected by the Force Majeure event. The Lafarge Companies shall comply with the extended deadlines specified in the notice from U.S. EPA and the Affected State, subject to the prov isions of Section XV (D ispute Resolution).
126. If U.S. EPA and the Affected State do not agree that the delay or anticipated delay has been or will be caused by a Force Majeure event, U.S. EPA and the Affected State will notify the Lafarge Companies in writing of their decision.
127. If the Lafarge Companies elect to invoke the formal dispute resolution procedures set forth in Section XV (Dispute Resolution), they shall do so no later than45 Days after receipt of U.S. EPA’s and the Affected State’s not ice pursuant to Paragr aph 125 or Paragraph 126, whichever applies, and shall first comply with the provisions for Informal Dispute Resolution contained in Section XV before proceeding to Formal Dispute Resolution. In any such proceeding in accordance with Formal Dispute Resolution Procedures, the Lafarge Companies shall have the burden of demonstrating that the delay or anticipated delay has been or will be caused by a Force Majeure event, that the duration of the delay or the extension sought was or will be warranted under the circumstances, that best efforts were exercised to avoid and mitigate the effects of the delay, and that the Lafarge Companies complied with the requirements of Paragraph 123, above. If the Lafarge Companies ca rry this burden, the delay at issue shall be deemed not to be a violation by the Lafarge Compan ies of the affected obligation of this Consent Decree identified to U.S. EPA and the Court.

97128. This Court shall not draw any inferences nor establish any presumptions adverse to any Party as a result of the Lafarge Compan ies delivering a notice of Force Majeure or the Parties’ inability to reach agreement.
XV. DISPUTE RESOLUTION
129. Unless otherwise expressly provided for in this Consent Decree, the dispute resolution procedures of this Sec tion shall be the exclusive mechan ism to resolve disputes arising under or with respect to this Consent Decree. Th e Lafarge Companies’ failure to seek resolution of a dispute under this Section sh all preclude the Lafarge Companie s from raising any such issue as a defense to an action by the United States or the Affected State(s) to enforce any obligation of the Lafarge Companies arising under this Decree.
130. Informal Dispute Resolution . Any dispute subject to Dispute Resolution under this Consent Decree shall first be the subject of informal negotiations. The dispute shall be considered to have arisen when the Lafarge Comp anies sends the United States and the Affected State(s) a written Notice of Dispute. Such No tice of Dispute shall state clearly the matter in dispute. The period of informal negotiations sh all not exceed 20 Days from the date the dispute arises, unless that period is modified by written agreement. If the Parties cannot resolve a dispute by informal negotiations, then the pos ition advanced by the United States and the Affected State(s) shall be consid ered binding unless, within 20 Da ys after the conclusion of the informal negotiation period, the Lafarge Companies invoke formal dispute resolution procedures as set forth below.
131. Formal Dispute Resolution . The Lafarge Companies shall invoke formal dispute resolution procedures, within the time period provided in the preceding Paragraph, by serving on the United States and Affected State(s) a writte n Statement of Position regarding the matter in

98dispute. The Statement of Position shall incl ude, but may not necessarily be limited to, any factual data, analysis, or opini on supporting the Lafarge Compan ies’ position and any supporting documentation relied upon by the Lafarge Companies.
132. The United States and the Affected State(s) shall serve their Statement of Position within 45 Days of receipt of the Lafarge Compan ies’ Statement of Position. The United States’ and the Affected State(s)’ Statement of Position shall include, but may not necessarily be limited to, any factual data, analysis, or opini on supporting that position and any supporting documentation relied upon by the United States a nd the Affected State(s). The Statement of Position of the United States and Affected Stat e(s) shall be binding on the Lafarge Companies, unless the Lafarge Companies file a motion for judi cial review of the dispute in accordance with the following Paragraph.
133. The Lafarge Companies may seek judicial review of the dispute by filing with the Court and serving on the United States and the A ffected State(s), in ac cordance with Section XIX of this Consent Decree (Notices), a motion re questing judicial resolution of the dispute. The motion shall contain a written statement of the Lafarge Companies’ position on the matter in dispute, including any supporting fa ctual data, analysis, opinion, or documentation, and shall set forth the relief requested and a ny schedule within which the disput e must be resolved for orderly implementation of the Consent Decree.
134. The United States and the Affected St ate(s) shall respond to the Lafarge Companies’ motion within the time period allowe d by the Local Rules of this Court. The Lafarge Companies may file a reply memorandum, to the extent permitted by the Local Rules.
135. Standard of Review. Except as otherwise provided in this Consent Decree, the Court shall decide all disputes pur suant to applicable principles of law. The disputing Parties

99shall state their respective positions as to the applicable standard of law for resolving the particular dispute in the Part ies’ initial filings with the Court under Paragraphs 133 and 134. Except as otherwise provided in this Consent D ecree, in any dispute br ought under this Section XV (Dispute Resolution), the Lafarge Companies shall bear the burden of demonstrating that their position complies with this Consent Decree.
136. The invocation of dispute resolution pro cedures under this S ection shall not, by itself, extend, postpone, or affect in any way a ny obligation of the Lafarge Companies under this Consent Decree, unless and until fina l resolution of the dispute so provides. Stipul ated penalties with respect to the disputed ma tter shall continue to accrue from the first Day of noncompliance, but payment shall be stayed pending resolution of the dispute and in accordance with any extension or modification of the schedule for completion of work as provided in Paragraph 125. If the Lafarge Companies do not prevail on the di sputed issue, stipulated penalties shall be assessed and paid as provided in Se ction XIII (Stipul ated Penalties).
137. This Court shall not draw any inferences nor establish any presumptions adverse to any disputing Party as a result of invocation of this Section or the disputing Parties’ inability to reach agreement.
138. As part of the resoluti on of any dispute under this Section, in appropriate circumstances the disputing Parties may agree, or this Court may order, an extension or modification of the schedule for the completion of the work required under this Consent Decree.
XVI. INFORMATION COLLECTION AND RETENTION
139. The United States, the Affected States and their representatives, including attorneys, Contractors, and consul tants, shall have the right of en try into any Facility covered by this Consent Decree, at all reasonable tim es, upon presentation of credentials, to:

100a. monitor the progress of activities required under this Consent Decree; b. verify any data or information submitted to the United States or the Affected State(s) in accordance with th e terms of this Consent Decree;

c. obtain samples and, upon request, splits of any samples taken by the Lafarge Companies or its representatives, Contractors, or consultants; d. obtain copies of any documents, includi ng photographs and similar data, relating to activities required under this Consent Decree; and

e. assess the Lafarge Companies’ comp liance with this Consent Decree.
140. Until five years after the termination of this Consent Decree, the Lafarge Companies shall retain in electronic form, and shall instruct its Cont ractors and agents to preserve in electronic form, all non-identical copies of all documents and records in their or their Contractors’ or agents’ possession or control, or that come into their or their Contractors’ or agents’ possession or control, and that relate in any manne r to the Lafarge Companies’ performance of their obligations under this C onsent Decree. This information-retention requirement shall apply regardless of any cont rary corporate or institutional policies or procedures. At any time during this inform ation-retention period, upon request by the United States or the Affected State(s), the Lafarge Co mpanies shall provide copies of any documents, records, or other information required to be maintained under this Paragraph.
141. Upon request, the Lafarge Companies shall provide U.S. EPA and the Affected State or their authorized repr esentative with splits of a ny samples taken by the Lafarge Companies. Upon request, U.S. EPA and the Affected State shall provide the Lafarge Companies with splits of samples taken by U.S. EPA or the Affected State.

101142. At the conclusion of the information-re tention period provided in Paragraph 140, the Lafarge Companies shall notify the United States and the Affected Stat es at least 90 Days prior to the destruction of any documents, record s, or other information subject to the require

ments of Paragraph 140 and, upon re quest by the United States or the Affected States, the Lafarge Companies shall deliver any such documents, records, or other information to U.S. EPA or the Affected States. The Lafarge Companies ma y assert that certain documents, records, or other information are privileged under the attorney-client priv ilege or any other privilege recognized by federal law. If the Lafarge Companie s assert such a privileg e, they shall provide the following: (1) the title of the document, recor d, or information; (2) the date of the document, record, or information; (3) the name and title of each author of th e document, record, or information; (4) the name and title of each addr essee and recipient; (5 ) a description of the subject of the document, record, or information; and (6) the privilege asserted by the Lafarge Companies. However, no documents, records, or other information created or generated pursuant to the requirements of th is Consent Decree sha ll be withheld on grounds of privilege.
143. The Lafarge Companies may assert that information required to be provided under this Section is protected as Confidential Business Information (“CBI”) under 40 C.F.R. Part 2 and any applicable states laws. As to a ny information that the Lafarge Companies seek to protect as CBI, the Lafarge Companies shall follow the procedures set forth in 40 C.F.R. Part 2 and any applicable State laws.
144. This Consent Decree in no way limits or a ffects any right of entry and inspection, or any right to obtain information, held by the Unite d States or the Affected State(s) pursuant to applicable federal or State laws, regulations, or permits, nor does it limit or affect any duty or

102obligation of the Lafarge Companies to mainta in documents, records, or other information imposed by applicable federal or St ate laws, regulations, or permits.
XVII. EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS
145. Liability Resolution . With respect to the emissions of NO x and SO 2 from the Kilns identified in Paragraph 7.z (except for Joppa Kiln 3), entry of this Consent Decree shall resolve all civil liability of the Lafarge Companies to the United States and the Affected States for violations of the following requirements result ing from or arising out of a construction or modification that commenced prior to the Date of Lodging of the Consent Decree:

a. The PSD requirements at Part C of Subcha pter I of the Act, 42 U.S.C. § 7475, and the regulations promulgated thereund er at 40 C.F.R. §§ 52.21 and 51.166; “Plan Requirements for Non-attainment Areas” at Part D of Subchapter I of the Act, 42
U.S.C. §7503 and the regulations promulgated thereunder at 40 C.F.R. §§ 51.165(a) and (b), 40 C.F.R. Part 51 (Appendix S), and 40 C.F.R. § 52.24; any applicable federally-enforceable State, regional, or local regulations that implement, adopt, or incorporate the specific federal regulatory requirements identified above; and, any applicable Stat e, regional, or local regulations that implement, adopt, or incorporate the specific federal regulatory requirements identified above. b. Title V of the Clean Air Act, 42 U.S.C. §§ 7661-7661f; any applicable federallyenforceable State, regional, or local regulations that implement, adopt, or incorporate the specific federal regulato ry requirements of Title V; and, any applicable State, regional, or local regulations that implement, adopt, or incorporate the specific federal regulatory requirements of Title V, but only to the

103extent that such claims are based on the Lafarge Companies’ failure to obtain an operating permit that reflects applicable requirements imposed under Parts C or D of Subchapter I of the Clean Air Act as a result of construction or modification of the Kilns identified in Para graph 7.z. (except for Joppa Kiln 3) that commenced prior to the Date of Lodging.
146. Notwithstanding the resolution of liabil ity in Paragraph 145 nothing in this Consent Decree precludes the United States and/or the Affected States from seeking from the Lafarge Companies injunctive relief, penalties, or other appropriate relief for violations by the Lafarge Companies of the regulatory requirements identified in Paragraph 145 resulting from (1) construction or modification that commenced prior to the Date of Lodging of the Consent Decree, if the resulting violations do not re late to the Kilns (other than J oppa Kiln 3) or do not relate to
NO x or SO 2 ; or (2) any construction or modification that commences after the Date of Lodging of the Consent Decree.
147. The United States and the Affected States reserve all legal and equitable remedies available to enforce the provision s of this Consent Decree. Th is Consent Decree shall not be construed to limit the rights of the United States or the Affected States to obtain penalties or injunctive relief under the Act or implementing regulations, or under other federal or State laws, regulations, or permit conditions, except as ex pressly specified in Pa ragraph 145. The United States and the Affected States further reserve all legal and equitable remedies to address any imminent and substantial endangerment to the pu blic health or welfare or the environment arising at, or posed by, one or more of the Lafarg e Companies’ Facilities, whether related to the violations addressed in this Consent Decree or otherwise.

104148. In any subsequent administ rative or judicial proceed ing initiated by the United States or the Affected States for injunctive relief , civil penalties, other appropriate relief relating to the Facilities or the Lafarge Companies’ violations, the Lafarge Companies shall not assert, and may not maintain, any defense or cl aim based upon the principles of waiver, res judicata , collateral estoppel, issu e preclusion, claim preclus ion, claim-splitting, or other defenses based upon any contention that the claims raised by the United States or an Affected State in the subsequent proceeding were or should have been brought in the instant case, except with respect to claims that have been specifically resolved pursuant to Paragraph 145 of this Section.
149. This Consent Decree is not a permit, or a modification of any permit, under any federal, State, or local laws or regulations. The Lafarge Companies are responsible for achieving and maintaining complete compliance with all applicable federal, State, and local laws, regulations, and permits; and the Lafarge Companie s’ compliance with this Consent Decree shall be no defense to any action commenced pursuant to any such laws, regulations, or permits, except as set forth herein. The United States and the Affected States do not, by their consent to the entry of this Consent Decree, warrant or av er in any manner that the Lafarge Companies’ compliance with any aspect of this Consent Decr ee will result in compliance with provisions of the Act, 42 U.S.C. U.S.C. § 7401 et seq. , or with any other provisions of federal, State, or local laws, regulations, or permits.
150. This Consent Decree does not limit or aff ect the rights of the Lafarge Companies or of the United States or the Affected States ag ainst any third parties, not party to this Consent Decree, nor does it limit the rights of third parties, not party to th is Consent Decree, against the Lafarge Companies, except as otherwise provided by law.

105151. This Consent Decree shall not be construed to create rights in, or grant any cause of action to, any third party not party to this Consent Decree.
XVIII. COSTS
152. The Parties shall bear thei r own costs of this action, including attorneys’ fees, except that the United States and any Affected State shall be entitled to collect the costs (including attorneys’ fees) incurred in any actio n necessary to collect any portion of the civil penalty or any stipulated penalties due but not paid by the Lafarge Companies.
XIX. NOTICES
153. Unless otherwise specified herein, when ever notifications, submissions, or communications are required by this Consent D ecree, they shall be made in writing and addressed as follows:
To U.S. EPA: Pamela Mazakas U.S. Environmental Protection Agency MC 2242A 1200 Pennsylvania Ave. NW Washington, D.C. 20460 And For all submissions referring to the Ravena Facility: Dore Laposta U.S. EPA Region II 290 Broadway New York, New York 10007-1866 For all submissions referring to the Whitehall Facility: Judy Katz U.S. EPA Region III 1650 Arch Street (3PM52) Philadelphia, PA 19103-2029

106For all submissions referring to the Atlant a, Roberta, and Harleyville Facilities: Beverly Spagg U.S. EPA Region IV Sam Nunn Atlanta Federal Center 61 Forsyth Street, SW Atlanta, GA 30303-8960 For all submissions referring to the Joppa, Paulding, and Alpena Facilities: George Czerniak U.S. EPA Region V 77 W. Jackson Blvd. Chicago, IL 60604 For all submissions referring to the Tulsa Facility: David Garcia U.S. EPA Region VI 1445 Ross Avenue Suite 1200 Dallas, Texas 75202 For all submissions referring to the Dave nport, Sugar Creek, and Fredonia Facilities: Rebecca Weber U.S. EPA Region VII 901 N. 5th Street Kansas City, KS 66101 For all submissions referring to the Seattle Facility: John Keenan U.S. EPA Region X 1200 Sixth Avenue Suite 900 Seattle, WA 98101 To the United States (in addition to the U.S. EPA addresses above): Chief, Environmental Enforcement Section Environment and Natura l Resources Division U.S. Department of Justice Box 7611 Ben Franklin Station Washington, D.C. 20044-7611 Re: DOJ No. 90-5-2-1-08221

107For all submissions referring to the R oberta Facility, to the State of Alabama: Ronald W. Gore, Chief Air Division Alabama Department of Environmental Management P.O. Box 301463 Montgomery, AL 36130-1464 For all submissions referring to the Rave na Facility, to the State of New York : Gene Kelly, Regional Director NYSDEC Region 4 Headquarters 1130 North Westcott Road Schenectady, NY 12306-2014 For all submissions referring to the Whiteha ll Facility, to the St ate of Pennsylvania : Mark Wejkszner Air Quality Program Manager – Northeast Regional Office Pennsylvania Department of Environmental Protection 2 Public Square Wilkes-Barre, PA 18711-0790 For all submissions referring to the Pa ulding Facility, to the State of Ohio: Tom Kalman, or his successor Air Quality Engineer Ohio Environmental Protection Agency Division of Air Pollution Control 50 West Town Street, Suite 700 Columbus, Ohio 43215 Don Waltermeyer, or his successor Environmental Supervisor Ohio Environmental Protection Agency Northwest District Office 347 North Dunbridge Road Bowling Green, Ohio 43402 Robert Kenneth James, or his successor Assistant Attorney General Office of the Attorney General of Ohio Environmental Enforcement Section 30 East Broad Street, 25 th Floor Columbus, Ohio 43215

108For all submissions referring to the Alpe na Facility, to the State of Michigan: Thomas Hess Enforcement Unit Chief Michigan Department of Environmental Quality Air Quality Division P.O. Box 30260 Lansing, Michigan 48909-7760 For all submissions referring to the Harleyville Facility, to the South Carolina Department of Health and Environmental Control: Myra C. Reece, Chief Bureau of Air Quality Control South Carolina Department of H ealth and Environmental Control 2600 Bull Street Columbia, SC 29201 For all submissions referring to the J oppa Facility, to the State of Illinois: Raymond Pilapil, Section Manager Compliance and Systems Management Section Illinois Environmental Protection Agency 1021 North Grand Avenue Springfield, Illinois 62702 For all submissions referring to the Da venport Facility, to the State of Iowa: Brian Hutchins, Chief Air Compliance and Monitoring Section Iowa Department of Natural Resources Air Quality Bureau 7900 Hickman Road, Suite 1 Urbandale, IA 50322 For all submissions referring to the Sugar Creek Facility, to th e State of Missouri: Steve Feeler, Chief Compliance/Enforcement Section Missouri Department of Natural Resources P.O. Box 176 Jefferson City, MO 65102 For all submissions referring to the Fr edonia Facility, to the State of Kansas: Victor Cooper, Chief Air Compliance and Enforcement Section Kansas Department of Health and Environment 1000 SW Jackson, Suite 310 Topeka, Kansas 66612-1366

109For all submissions referring to the Tulsa Facility, to the Oklahoma Department of Environmental Quality: Mr. Eddie Terrill Director Air Quality Division Oklahoma Department of Environmental Quality P.O. Box 1677 Oklahoma City, OK 73101-1677 For all submissions referring to the Seattle Fa cility, to the Washington State Department of Ecology: Stuart Clark Air Quality Manager Washington State Department of Ecology PO Box 47600 Olympia, WA 98504-7600 For all submissions referring to the Seattle Facility, to the Puget Sound Clean Air Agency: Jim Nolan Puget Sound Clean Air Agency 1904 Third Avenue - Suite 105 Seattle, WA 98101 To the Lafarge Companies: General Counsel, Peter L. Keeley (or Successor) Lafarge North America Inc. 12950 Worldgate Dr., Ste. 500 Herndon, VA 20170 Vice President of Environment and Government Affairs, Craig S. Campbell (or Successor) Lafarge North America Inc. – Cement Division 12950 Worldgate Dr., Ste. 500 Herndon, VA 20170 Steven C. Kohl, Esq. Warner Norcross & Judd LLP 2000 Town Center, Suite 2700 Southfield, MI 48075-1318
154. Any Party may, by written notice to the othe r Parties, change its designated notice recipient or notice a ddress provided above.

110155. Notices submitted pursuant to this S ection shall be deemed submitted upon mailing, unless otherwise provided in this Consent Decree or by mutual agre ement of the Parties in writing.
XX. EFFECTIVE DATE
156. The Effective Date of this Consent D ecree shall be the date upon which this Consent Decree is entered by the Court or a mo tion to enter the Cons ent Decree is granted, whichever occurs first.
XXI. RETENTION OF JURISDICTION
157. The Court shall retain jurisdiction over th is case until termination of this Consent Decree, for the purpose of resolving disputes arising under this Decree or entering orders modifying this Decree, pursuant to Sections XV (Dispute Resolution) and XXII (Modification), or effectuating or enforcing complian ce with the terms of this Decree.
XXII. MODIFICATION
158. The terms of this Consent Decree, incl uding the Appendix, may be modified only by a subsequent written agreement signed by any Affected State(s), the United States, and the Lafarge Companies, except as provided in Para graph 159. Where the modi fication constitutes a material change to this Decree, it shall be e ffective only upon approval by the Court. If the Effective Date of this Consent Decree is afte r January 1, 2010, the Parties will negotiate in good faith an extension of up to one year for any Dates of Commencement of Continuous Operation under Section V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) or VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements) falling between July 1, 2010 and July 1, 2011. Such agreement, if

111reached by the Parties, shall be in writing and sh all be submitted by the Parties on joint motion to the Court as a modification of this Consent Decree.
159. Any disputes concerning modi fication of this Decree shall be resolved pursuant to Section XV of this Decree (Dispute Resolution), provided, however, that, instead of the burden of proof provided by Paragraph 135, the Party se eking the modification bears the burden of demonstrating that it is entitled to the requested modification in accordance with Federal Rule of Civil Procedure 60(b).
XXIII. TERMINATION
160. Termination as to an Individual Facility. After the Lafarge Companies have satisfied the requirements of Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VII (T emporary Cessation of Kiln Operation), VIII (Election to Retire and Replace Kilns), IX (P rohibition on Netting Credits or Offsets from Required Controls) and X (Permits ) of this Decree and have main tained operation of any Control Technology as required by this C onsent Decree for a period of three years at an individual Facility, the Lafarge Companies may serve upon the United States and the Affected State a Request for Termination, stating that the Lafarg e Companies have satisfied those requirements, together with all necessary supporting documenta tion. If the United States and the Affected State agree that the Decree as it relates to an individual Facility may be terminated, the Parties shall submit, for the Court’s approval, a joint stipulation terminating those provisions of the
Decree.
161. Complete Termination. After the Lafarge Companies have satisfied the requirements of Sections V (NO x Control Technology, Emission Limits, Tonnage Limits, and

112Monitoring Requirements), VI (SO 2 Control Technology, Emission Limits, Tonnage Limits, and Monitoring Requirements), VII (Temporary Cessati on of Kiln Operation), VIII (Election to Retire and Replace Kilns), IX (Prohibition on Netti ng Credits or Offsets from Required Controls) and X (Permits) of this Decree and have maintained operation of all Control Technology as required by this Consent Decree for a period of thr ee years at all Faciliti es, have complied with all other requirements of this Consent Decree, and have paid the civil penalty and any accrued stipulated penalties as require d by this Consent Decree, the Lafarge Companies may serve upon the United States and the Affected States a Re quest for Termination, stating that the Lafarge Companies have satisfied those requiremen ts, together with all necessary supporting documentation. If the United States and the Aff ected State(s) agree that the Decree may be terminated, the Parties shall submit, for the Cour t’s approval, a joint stipulation terminating the
Decree.
162. If the United States and the Affected Stat e(s) do not agree that the Decree as a whole or as it relates to an individual Facility may be terminated, the Lafarge Companies may invoke Dispute Resolution under Se ction XV of this Decree. Ho wever, the Lafarge Companies shall not seek Dispute Resolution of any disput e regarding termination under Section XV of this Consent Decree until sixty (60) Days after service of its Reques t for Termination.
XXIV. PUBLIC PARTICIPATION
163. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. § 50.7. The United States reserves the right to withdraw or withhold its cons ent if the comments regarding the Consent Decree disclose facts or considerations indica ting that the Consent D ecree is inappropriate, improper, or inadequate. The Lafarge Companie s consent to entry of this Consent Decree

113without further notice and agree not to withdraw from or oppose entry of this Consent Decree by the Court or to challenge any pr ovision of the Decree, unless the United States has notified the Lafarge Companies in writing that it no longer supports entr y of the Decree.
XXV. SIGNATORIES/SERVICE
164. The Assistant Attorney General or Acti ng Assistant Attorney General for the Environment and Natural Resources Division of the Department of Justice and each undersigned representative of the Lafarge Companies and the Stat e Plaintiffs certifies that he or she is fully authorized to enter into the terms and conditions of this Consent Decree and to execute and legally bind the Party he or she represents to this document.
165. This Consent Decree may be signed in count erparts, and its validity shall not be challenged on that basis. The Lafarge Companies agree to accept service of process by mail with respect to all matters arising unde r or relating to this Consent Decree and to waive the formal service requirements set forth in Rules 4 and 5 of the Federal Ru les of Civil Procedure and any applicable Local Rules of this Court including, but not limited to, service of a summons. The Lafarge Companies shall identify, on the att ached signature page, the name, address and telephone number of an agent who is authorized to accept service of process by mail on behalf of the Lafarge Companies with resp ect to all matters arising under or relating to this Consent Decree. All Parties agree that the Lafarge Companies need not file an answer or otherwise respond to the Complaint and Comp laint in Intervention in this action unless or until the Court expressly declines to ente r this Consent Decree.
XXVI. INTEGRATION
166. This Consent Decree constitutes the final, complete, and exclusive agreement and understanding among the Parties with respect to the settlement embodied in the Decree and

114supersedes all prior agreements and understand ings, whether oral or written, concerning the settlement embodied herein. No other document, nor any representation, inducement, agreement, understanding or promise constitutes any part of th is Decree or the settlement it represents, nor shall it be used in construing the terms of this Decree.

XXVII. FINAL JUDGMENT
167. Upon approval and entry of this Consen t Decree by the Court, this Consent Decree shall constitute a final judgment of the Court as to the United States, the State of Alabama, the State of Illinois, the State of Iowa , the State of Kansas, the State of Michigan, the State of Missouri, the State of New York, the St ate of Ohio, the State of Pennsylvania, South Carolina Department of Health and Environmenta l Control, the Washingt on State Department of Ecology, the Oklahoma Department of Envir onmental Quality, the Puget Sound Clean Air Agency, and the Lafarge Companies. The Court fi nds that there is no just reason for delay and therefore enters this judgment as a fi nal judgment under Fed. R. Civ. P. 54 and 58.
XXVIII. APPENDIX
168. The following Appendix is attached to and incorporated as part of this Consent
Decree: "Appendix" contains the Technology Demonstr ation Requirements that apply to each Kiln under this Decree subject to those requirements. All terms in the Appendix shall be construed in a manner consistent with this Decree. Dated and entered this ___ ___Day of _________, ____________.

_______________________________________ UNITED STATES DISTRICT COURT JUDGE Southern District of Illinois

115Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR PLAINTIFF UNITED STATES OF AMERICA:

_____________________________ Date: ____________________ JOHN C. CRUDEN Acting Assistant Attorney General Environment and Natural Resources

Division United States Department of Justice

_____________________________ Date: ______________________ PAMELA R. LEE Trial Attorney Environmental Enforcement Section Environment and Natura l Resources Division United States Department of Justice P.O. Box 7611 Washington, D.C. 20044-7611 (202) 305-2775 (Tel.) (202) 616-6584 (Fax) pamela.r.lee@usdoj.gov

__________________________ Date: ______________________ ANDREW C. HANSON Trial Attorney Environmental Enforcement Section Environment and Natura l Resources Division United States Department of Justice P.O. Box 7611 Washington, D.C. 20044-7611 (202) 514-9859 (Tel.) (202) 616-6584 (Fax) andrew.hanson2@usdoj.gov

116Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR PLAINTIFF UNITED STATES OF AMERICA:

A. COURTNEY COX United States Attorney

______________________________ Date: _________________________ J. CHRISTOPHER MOORE Assistant United States Attorney Nine Executive Drive Fairview Heights, Illinois 62208-1344 (618) 628-3700 (Tel.) (618) 628-3730 (Fax) Chris.Moore@usdoj.gov

117Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: ____________________ CYNTHIA GILES Assistant Administrator Office of Enforcement and Compliance Assurance United States Environmental Protection Agency

_________________________ Date: ____________________ PAMELA MAZAKAS Director, Air Enforcement Division Office of Enforcement and Compliance Assurance United States Environmental Protection Agency

118Signature Page for United States of America et al. v. Lafarge North America, Inc. et al. Consent Decree
FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: _______________ GEORGE PAVLOU Acting Regional Administrator U.S. Environmental Protection Agency Region 2

_________________________ Date: _______________ EDWARD ZIEGLER Attorney-Adviser U.S. Environmental Protection Agency Region 2

119Signature Page for United States of America et al. v. Lafarge North America, Inc. et al. Consent Decree
FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: _______________ MARY J. WILKES Regional Counsel U.S. Environmental Protection Agency Region 4

_________________________ Date: _______________ ELLEN A. ROUCH Attorney-Adviser U.S. Environmental Protection Agency Region 4

120Signature Page for United States of America et al. v. Lafarge North America, Inc. et al. Consent Decree
FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: _______________ BHARAT MATHUR Acting Regional Administrator U.S. Environmental Protection Agency Region 5

_________________________ Date: _______________ ROBERT A. KAPLAN Regional Counsel United State Environmental Protection Agency Region 5

121Signature Page for United States of America et al. v. Lafarge North America, Inc. et al. Consent Decree
FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: _______________ LAWRENCE STARFIELD Acting Regional Administrator United States Environmental Protection Agency Region 6

_________________________ Date: _______________ SUZANNE B. MURRAY Regional Counsel United State Environmental Protection Agency Region 6

122Signature Page for United States of America et al. v. Lafarge North America, Inc. et al. Consent Decree
FOR THE UNITED STATES ENVI RONMENTAL PROTECTION AGENCY:

_________________________ Date: _______________ WILLIAM W. RICE Acting Regional Administrator United States Environmental Protection Agency Region 7

_________________________ Date: _______________ DAVID COZAD Regional Counsel United States Environmental Protection Agency Region 7

123Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF ALABAMA:
TROY R. KING Attorney General

___________________________ Date: ____________________ ROBERT D. TAMBLING Assistant Attorney General 500 Dexter Avenue Montgomery, Alabama 36130

FOR THE ALABAMA DEPARTMENT OF ENVIRONMENTAL MANAGEMENT:

___________________________ Date: ____________________ S. SHAWN SIBLEY Associate General Counsel Alabama Department of E nvironmental Management Post Office Box 301463 Montgomery, Alabama 36130-1463

124Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE PLAINTIFF- INTERVENO R; THE STATE OF ILLINOIS:
FOR THE STATE OF ILLINOIS PEOPLE OF THE STATE OF ILLINOIS ex rel.
LISA MADIGAN Attorney General of the State of Illinois MATTHEW J. DUNN, Chief Environmental Enforcement Division/Asbestos Litigation Division

__________________________________ Date: ____________________ THOMAS DAVIS, Chief Environmental Bureau Assistant Attorney General

FOR THE ILLINOIS ENVIRONM ENTAL PROTECTION AGENCY: DOUGLAS P. SCOTT, DIRECTOR

__________________________________ Date: ____________________ JOHN J. KIM Chief Legal Counsel

125Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF IOWA:

_________________________ Date: ____________________ DAVID R. SHERIDAN Assistant Attorney General Environmental Law Division Lucas State Office Building 321 E. 12 th Street, Room 018 Des Moines, IA 50319

126Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF KANSAS:

_________________________ Date: ____________________ RODERICK L. BREMBY Secretary Kansas Department of Health and Environment 1000 SW Jackson, Room 560 Topeka, KS 66611

_________________________ Date: ____________________ YVONNE ANDERSON Chief Legal Counsel Kansas Department of Health and Environment 1000 SW Jackson, Room 560 Topeka, KS 66611

127Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF MICHIGAN:

_________________________ Date: ____________________ NEIL D. GORDON Michigan Department of Attorney General Environment, Natural Resources and Agriculture Division P.O. Box 30755 Lansing, MI 48909

__________________________ Date: ____________________ G. VINSON HELLWIG Chief, Air Quality Division Michigan Department of Environmental Quality P.O. Box 30260 Lansing, MI 48909-7760

128Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF MISSOURI: CHRIS KOSTER ATTORNEY GENERAL OF MISSOURI

Date: ____________________ TIMOTHY P. DUGGAN Assistant Attorney General Environmental Protection Division Broadway State Office Building, 8 th Floor 221 W. High Street P.O. Box 899 Jefferson City, MO 65102-0899

Date: ____________________ DANIEL R. SCHUETTE Director Division of Environmental Quality Missouri Department of Natural Resources 1101 Riverside Drive P.O. Box 176 Jefferson City, Missouri 65102-0176

129Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF NEW YORK
ANDREW M. CUOMO ATTORNEY GENERAL OF TH E STATE OF NEW YORK

_________________________ Date: ____________________ By: ROBERT ROSENTHAL Assistant Attorney General Environmental Protection Bureau The Capitol Albany, New York 12224

_________________________ Date: ____________________ ALEXANDER B. GRANNIS Commissioner New York State Department of Environmental Conservation 625 Broadway Albany, New York 12233-5500

130Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE STATE OF OHIO:
NANCY H. ROGERS ATTORNEY GENERAL OF OHIO

_________________________ Date: ____________________ ROBERT KENNETH JAMES Assistant Attorney General Office of the Ohio Attorney General Environmental Enforcement Section Public Protection Division 30 East Broad Street, 25 th Floor Columbus, Ohio 43215

131Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE OKLAHOMA DEPARTMENT OF ENVIRONMENTAL QUALITY

_________________________ Date: ____________________ SARAH E. PENN Environmental Attorney Oklahoma Department of Environmental Quality 707 N. Robinson Oklahoma, OK 73101-1577

132Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR COMMONWEALTH OF PENNSYLVANIA , DEPARTMENT OF ENVIRONMENTAL PROTECTION:

_________________________ Date: ____________________ MICHAEL D. BEDRIN Pennsylvania Department of Environmental Protection Regional Director - Northeast Regional Office 2 Public Square Wilkes-Barre, PA 18711-0790

133Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE PUGET SOUND CLEAN AIR AGENCY:

_________________________ Date: ____________________ LAURIE HALVORSON General Counsel Puget Sound Clean Air Agency 1904 Third Avenue, Suite 105 Seattle, WA 98101

134Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE SOUTH CAROLINA DEPARTMENT OF HEALTH AND ENVIRONMENTAL CONTROL:

_________________________ Date: ____________________ ROBERT W. KING, JR., P.E. Deputy Commissioner Environmental Quality Control South Carolina Department of H ealth and Environmental Control 2600 Bull Street Columbia, SC 29201

_________________________ Date: ____________________ SARA P. BAZEMORE Staff Counsel Office Of General Counsel South Carolina Department of H ealth and Environmental Control 2600 Bull Street Columbia, SC 29201

135Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR THE WASHINGTON STATE DEPARTMENT OF ECOLOGY:

_________________________ Date: ____________________ KATHARINE G. SHIREY Assistant Attorney General 2425 Bristol Court SW, 2nd Floor P.O. Box 40117 Olympia, WA 98504-0117

_________________________ Date: ____________________ STUART CLARK Manager Air Quality Program Washington State Department of Ecology PO Box 47600 Olympia, WA 98504-7600

136________________________ Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR DEFENDANT LAFARGE NORTH AMERICA, INC.:

Sylvain Garnaud Co-President, Lafarge North America Inc.
The following is the name and address of Defend ant Lafarge North America, Inc.’s agent for service pursuant to Paragraph 164. Steven C. Kohl Warner Norcross & Judd LLP 2000 Town Center Suite 2700 Southfield MI 48075-1318

137________________________ Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR DEFENDANT LAFARGE MIDWEST, INC.:

Sylvain Garnaud President, Lafarge Midwest Inc.
The following is the name and address of Defendant Lafarge Midwest, Inc.’s agent for service pursuant to Paragraph 164. Steven C. Kohl Warner Norcross & Judd LLP 2000 Town Center Suite 2700 Southfield MI 48075-1318

138________________________ Signature Page for United States of America et al v. Lafarge North America, Inc., et al. Consent Decree

FOR DEFENDANT LAFARGE BUILDING MATERIALS, INC.:

Sylvain Garnaud President, Lafarge Building Materials Inc.
The following is the name and address of Defendant Lafarge Building Materials, Inc.’s agent for service pursuant to Paragraph 164. Steven C. Kohl Warner Norcross & Judd LLP 2000 Town Center Suite 2700 Southfield MI 48075-1318

139CONSENT DECREE APPENDIX United States of America et al v. Lafarge North America, Inc., et al.

1CONSENT DECREE APPENDIX United States of America et al v. Lafarge North America, Inc., et al. Control Technology Demonstration Requirements
I. Scope and Applicability
1. The Lafarge Companies 1 shall comply with this Appendi x in proposing and establishing 30

- Day Rolling Average Emission Limits for Ni trogen Oxide (“NOx”) and Sulfur Dioxide (“SO2”) as applicable under Sections V and VI of the Consent Decree for individual kilns at Alpena, Sugar Creek, Fredonia, Jopp a, Paulding, Ravena, Seattle and Tulsa (Affected Kilns).
2. The Affected Kilns include kiln s of varying type, age, design and operating capacities. Raw materials employed in the Affected Kilns vary substantially. Similarly, fuels permitted and employed in the Affected Kilns vary by location and can include fuel oil, natural gas, coal, petroleum coke, tire-derived fuel, hazardous waste derived fuels, used oils and other materials beneficially reused as fuel. The Lafarge Companies shall take the following steps to establish 30-Day Rolling Av erage Emission Limits as requi red under Sections V and VI of the Consent Decree for NOx and/or SO2 at individual Affected Kilns at Alpena, Sugar Creek, Fredonia, Joppa, Paulding, Ravena, S eattle and if necessary, Tulsa:

a. Design Report: The Lafarge Companies shall prepare and submit to U.S. EPA and the Affected State a Design Report for each Control Technology required under the Consent Decree for each Affected K iln, except Sugar Creek;
b.  aseline Data Collection:

 The Lafarge Companies shall collect baseline emission and operational data for each Affected Kiln for a 180-Day period prior to initiating operation of any Control Technology. The baseline data collection may run concurrently with other activities identified within this Appendix;

c.  ptimization Program: Following completion of in stallation of each Control Technology at each Affected Kiln, the Lafarg e Companies shall, consistent with the requirements of Sections V or VI of th e Consent Decree, undertake a startup and optimization program for each Control Technology;
d. Demonstration Program: Upon completion of the star tup and optimization program specified above, the Lafarge Companies sh all operate the Cont rol Technology in an optimized manner for a period of 12 months for the purpose of es tablishing a 30-Day Rolling Average Emission Limit for each Affected Kiln;

e. Final Report: The Lafarge Companies shall prepar e and submit to U.S. EPA and the Affected State for approval, a Final Report following completion of the 12-month period used to establish 30-Day Rolling Average Emission Limits for each Affected Kiln.

1 All terms in this Appendix shall be construed consistent w ith meanings specified in Section III, Definitions, of the Consent Decree into which this Appendix is incorporated. 23. Supporting data required to be submitted under this Appendix may contain information relative to Kiln Operation and production that the Lafarge Companies may consider to be proprietary. In such a situation, the Lafarge Companies may submit the information to U.S. EPA as “Confidential Business Information,” subj ect to the provisions of 40 C.F.R. Part 2.
II. Design Report Submittal
4. The Lafarge Companies shall submit to U.S. EPA and the Affected State pursuant to Section XI (Review and Approval of Submittals) a De sign Report for a Control Technology required under the Consent Decree for each Affected K iln except Sugar Creek, subject to the requirements of this Appendix. The Design Report will form the basis for any permit application which may be requ ired under state or federal la w for the Control Technology. The provisions of Section XI (Review and Approval of Submittals) shall apply to U.S.EPA’s and the Affected State’s review of the Design Report, except that U.S. EPA and the Affected State shall review and comment on the Design Report within 45 Days of receipt of the Design Report and supporting data and the Lafarge Companies shall respond to any comments received within 30 Days of their rece ipt of U.S. EPA’s and the Affected State’s comments. If U.S. EPA and the Affected St ate submit their review and comments to the Lafarge Companies more than 45 Days after r eceipt of the Design Report and supporting data, the applicable Date of Inst allation and Commencement of Continuous Operation of the Control Technology in Section V or Section VI of this Consent D ecree for that Kiln to which this Appendix applies shall be extended by the same number of Days that U.S. EPA and the Affected State’s submission of review a nd comments exceed the 45 Day period specified above.

a. Dry Absorbent Addition (DAA) For any Affected Kiln to be equipped with a DAA system, the Lafarge Companies shall design the DAA system to deliver the selected reagent to the exhaust gases at a rate e quivalent to the mass quantity of pollutant estimated to be present in th e exhaust gases (1.0 reagent: SO 2 molar ratio). The Lafarge Companies shall design the DAA system to inject one or more of the following reagents into the kiln gas stream: Lime, Calcium Hydroxide  Cement Kiln Dust, and Sodium Carbonate. The Lafarge Companies shall ju stify in the Design Report the reagent(s) selected, the location selected for reagent in jection and other design parameters based on emission reduction effectiveness, good engine ering judgment, vendor standards, available data, and kiln operability. b. Wet Flue Gas Desulfurization (Wet FGD) For any Affected Kiln to be equipped with a Wet FGD, the Lafarge Companies shall desi gn the Wet FGD system to achieve 90% control of estimated or known SO2 emissions and shall scrub the kiln gas stream with one of the following reagents: Limestone, Lime, and/or Cement Kiln Dust. The Lafarge Companies shall justify in the Design Report the reagent(s) and other design parameters based on emission reduction effectiveness, good engineering judgment, vendor standards, available data, and kiln operability.

c. Selective Non-Catalytic Reduction (SNCR) , For any Affected Kiln to be equipped with a SNCR system, the Lafarge Companies shal l design the SNCR system to deliver the

3proposed reagent to the exhaust gases at a rate equivalent to the mass quantity of pollutant estimated to be present in the exhaust gases (1.0 reagent: NO x molar ratio). The system shall be designed to inject one or more of the following reagents into the kiln gas stream: Anhydrous Ammonia, Aqueous (<20%) Ammonia, Aqueous (<40%) Urea, and/or Dry Urea. The Lafarge Companies shall justify in the Design Report the reagent(s) selected, the location selected for reagent in jection and other design parameters based on emission reduction effectiveness, good engine ering judgment, vendor standards, available data, and kiln operability. d. Selective Catalytic Reduction (SCR) The Lafarge Companies shall depend on vendor recommendations for design of an SCR to be installed on the Joppa Kiln #1 (or an alternate Kiln pursuant to Paragraph 37 of th e Consent Decree). The Lafarge Companies shall request proposals from vendors for design of an SCR at J oppa Kiln 1 that is capable of reducing emissions of NOx by up to 80%. The Lafarge Companies shall submit to U.S. EPA and the Affected State a final Design Re port that justifies and identifies the amount and type of reagent and catalyst to be used, the manner of reagent in jection and all other relevant design parameters selected for the equipment, including vendor recommendations for design and operation of the SCR.
III. Baseline Data Collection
5. During the baseline data co llection period, the Lafarge Comp anies shall collect emissions and operational data for 180 operating Days prior to commencement of Continuous Operation of required Control Techno logy from each Affected Kiln.
6. The Lafarge Companies shall select the da ta collection period to obtain a continuous collection of consecutive data points, and sh all base the data collection period on the following criteria:

a. The installation of a Control Technology w ill not interfere with the continuous and consecutive collection of emi ssions and operational data; b. The baseline data will be collected as close as possible in time to the commencement of Continuous Operation of re quired Control Technology;

c. The baseline data collection period will be representative of the normal Kiln Operation; and d. If continuous and consecutive data are not available prior to the commencement of Continuous Operation of a required Cont rol Technology due to unplanned outages, excessive Startups and Shut Down s, or if a Kiln is temporar ily Shut Down for business or technical reasons, the Lafarge Companies will provide an explana tion to U.S. EPA and the Affected State as to why and shall select a period consis tent with the requirements of paragraph 7 of this Appendix, below.

47. During the baseline data collection period, the Lafarge Companies shall operate an Affected Kiln in a manner necessary to produce a quality cement cl inker product. The Lafarge Companies shall not be expected to operate a Kiln within normal operating parameters during periods of Kiln Malfunction, Startup an d Shut Down. The Lafarge Companies shall not adjust parameters to increase the rate of emission (expressed as lbs/ ton of clinker produced) for NO x or SO 2 during the baseline data collect ion period. For the Seattle Kiln, Joppa Kiln 1, Tulsa Kiln 1 and Tu lsa Kiln 2, the baseline data collection period shall include representative periods of Kiln Operati on with and without tire-derived fuel.
8. Within 45 Days following the completion of th e baseline data collection period, the Lafarge Companies shall submit to U.S. EPA and the Affected State the baseline data collected during the baseline data collection period. The baseline data will include the following information either derived from available dire ct monitoring or as estimated from monitored or measured data:

a. Kiln flue gas temperature at the inlet to th e fabric filter or elect rostatic precipitator as applicable or at the Kiln stack (daily average); b. Kiln production rate in tons of clinker (daily total);

c. Raw material feed rate in tons (daily total); d. Type and percentage of each raw material used and the total feed rate (daily);

e. NO x and SO 2 concentrations (dry basis) and mass rates for each Kiln (daily average for concentrations and daily totals for mass rates) as measured at the K iln stack gas analyzer location; f. Flue gas volumetric flow rate (daily average in dry acfm);
g. Sulfur in feed (calculated to a daily averag e percentage), except fo r Seattle, Sugar Creek and Joppa; h. Feed burnability (at least once at the begi nning and once at the end of the baseline data collection period); i. Temperatures indicativ e of the burning zone; j. Kiln fuel feed rate and type of fuel by weight or heat input rate (calculated to a daily average); k. Fuel distribution, if fuel is injected at more than one loca tion, how much is injected at each location (daily average); l. Fuel sulfur percentage by weight (daily average), except for Seattle, Sugar Creek and Joppa;

5m. Primary (and secondary and tertiary, where available) air rate in to the Kiln, preheater and/or precalciner (as applicab le) or blower/fan settings;

n. Documentation of any Startup, Shut Down, or Malfunction events; and

o. An explanation of any gaps in the data or missing data.
9. The Lafarge Companies shall submit the baseline data to U.S. EPA and the Affected State in an electronic format and shall explain the reasons for any data not collected for each of the parameters listed in Paragraph 8 of this A ppendix. The Lafarge Companies shall report all data in a format consistent with and able to be manipulated by Microsoft Excel. The provisions of Section XI (Review and Approval of Submittals) shall apply to U.S. EPA’s and the Affected State’s review of the baseline data , except that U.S. EPA and the Affected State shall review and comment on the baseline data within 45 Days of receipt of the baseline data and the Lafarge Companies shall respond to an y comments received within 30 Days of their receipt of U.S. EPA’s and the Affected St ate’s comments. The Lafarge Companies’ submittal and U.S. EPA’s and the Affected State’s review of the baseline data shall not toll the Lafarge Companies’ obligation to fulf ill other requirements of this Appendix.
IV. Control Technology Startup and Optimization Period
10. Following completion of the installation of the Control Techno logies required under Section V or Section VI of the Consent D ecree, the Lafarge Companies shall commence Continuous Operation of a Control Technolo gy, in accordance with the final protocol described in Paragraph 11 of this Appendix, by the date required in Section V or Section VI of the Consent Decree, whichever is appli cable, by adding reagent to the SNCR or SCR systems, by combining reagent and kiln gases through the DAA systems, and/or commencing Continuous Operation of the Wet FGD system s. The Startup of each Control Technology will include any required shakedown of newly in stalled equipment. The Lafarge Companies shall commence optimization of the Cont rol Technology immediately upon commencement of Continuous Operation. Startup and optim ization shall extend for no longer than six Operating Months. The Lafarge Companies will make best efforts to establish the optimized steady-state operation of each Control Technology as soon as practicable.
11. Not later than 90 Days prior to the commence ment of the Continuous Operation, the Lafarge Companies will submit to U.S. EPA and the Aff ected State pursuant to Section XI (Review and Approval of Submittals) a protocol for optimizing each Control Technology (“optimization protocol”) to minimize emissions of NO x and SO 2 to the greatest extent practicable. The provisions of Section XI (R eview and Approval of Submittals) shall apply to U.S.EPA’s and the Affected State’s review of the optimization protocol, except that U.S. EPA and the Affected State shall review and co mment on the optimization protocol within 45 Days of receipt of the optimi zation protocol and the Lafarge Companies shall respond to any comments received within 30 Days of their rece ipt of U.S. EPA’s and the Affected State’s comments. The protocol shall de scribe procedures that shall be used to evaluate the impact

6of different Control Technology operating pa rameters on the rate of emission reduction achieved by each applicable Contro l Technology and shall contain:

a. The steps taken to commence Continuous Operation of the Control Technology; b. The initial reagent injection rate (as a molar ratio of the average pol lutant concentration) for each Control Technology;

c. Sampling and testing programs that will be und ertaken during the initial reagent injection rate period for each Control Technology; d. A plan to increase the reagen t injection rate for each C ontrol Technology and associated sampling and testing programs for each increase in the reagent rate;

e. The factors that will determine the maxi mum reagent injection rates and pollutant emission rates for each Control Technology (i ncluding maintenance of Kiln productivity and product quality); f. Evaluation of any observed synergistic effects on Kiln em issions, Kiln Operation or product quality from Control Technologies for NO x , SO 2 and particulates;
g. Evaluation of the cost effectiveness of the incremental addition of reagent(s) and any incremental reduction in emissions of an air contaminant; and h. For the Seattle Kiln, Joppa K iln 1, Tulsa Kiln 1 and Tuls a Kiln 2, optimization of the SNCR in light of the above factors while operating both with and without tire-derived fuel. The protocol shall a ddress the sequence and time requ ired to optimize the SNCR system while operating both with and without ti re-derived fuel and the sequence and time required during the Demonstration Period for data collection while operating both with and without tire-derived fuel.
12. Within 30 Days following the optimization pe riod for each Control Technology at each Affected Kiln (or in the case of Ravena, Affected Kilns) subject to the requirements of this Appendix, the Lafarge Companies shall provide to U.S. EPA and the Affected State pursuant to Section XI (Review and Approval of Subm ittals) an Optimization Report demonstrating conformance with the optimization protocol for the Control Technol ogy and establishing the operating parameters for the Control Technology determined under the optimization protocol. The Lafarge Companies shall also include in the report a discussion of any problems encountered with the operation of the Control Technology and the impact , if any, the Control Technology may have had on changes in the emi ssions from the Kiln. The provisions of Section XI (Review and Approval of Submittals) shall apply to U.S.EPA’s and the Affected State’s review of the Optimization Report, except that U.S. EPA and the Affected State shall review and comment on the Optimization Re port within 45 Days of receipt of the Optimization Report and the Lafarge Companie s shall respond to any comments received within 30 Days of their receipt of U.S. EPA’ s and the Affected State’s comments. The Lafarge Companies’ submittal of and U.S. EPA’s and the Affected State’s review of the

7Optimization Report shall not toll the Lafarge Companies’ obligation to fulfill other requirements of this Appendix.
13. Optimization Targets

a. Except as otherwise provided in this Paragraph and in Paragraph 14, below, a DAA or SCNR for an Affected Kiln shall be deemed to be optimized if the Optimization Report demonstrates that the DAA or SNCR during periods of normal opera tion has achieved the percentage reduction consistent with its maxi mum design stoichiometric rate identified in the Design Report approved pursuant to Paragra ph 4 of this Appendix, as applicable to the Control Technology; b. Except as otherwise provided in this Pa ragraph and in Paragraph 14, below, a Wet FGD for an Affected Kiln shall be deemed optim ized if the Optimization Report demonstrates that the Wet FGD achieved a reduction in the ra te of emission (lbs/ton clinker) of SO2 of no less than 90% as compared to baseline data;

c. Except as otherwise provided in this Pa ragraph and in Paragraph 14, below, an SCR for an Affected Kiln shall be deemed optimized if the Optimization Report demonstrates that the SCR achieved a reduction in the rate of emission of NOx (lbs/ton clinker) of no less than 80%, or the removal achievable based on the vendor’s recommended design, as compared to baseline data. A Wet FGD or an SCR for an Affected Kiln sh all be deemed to be optimized at a greater percentage reduction in the rate of emissions than that identifie d in subparagraph (b) or (c), respectively, if the Optimization Report subm itted pursuant to Paragraph 12, taking into consideration the items enumerated in Paragraph 11.a. through h. of this Appendix, demonstrates that the Lafarge Companies ca n achieve and sustain a greater percentage reduction in the rate of emissions during periods of normal operation.
14. Notwithstanding the provisions of Paragraph 13 of this Appendix, a Control Technology for an Affected Kiln shall be deemed to be optimi zed at a lower percentage reduction in the rate of emissions than that identified in Paragr aph 13 if the Optimization Report demonstrates that, during periods of normal operation, a higher rate of emission reduction or operation cannot be sustained without creating a meaningful risk of impairing product quality, impairing kiln system reliability or impair ing compliance with then applicable emission requirements or if the Control Technology canno t sustain operation at design values.
15. During the optimization period, the Lafarge Companies, to the extent practicable, shall operate the Control Technology in a manner c onsistent with good air pollution control practice for minimizing emissions of pollutants other than NO x and SO 2 . The Lafarge Companies will adjust its optimi zation of a Control Technology as may be necessary to avoid, mitigate or abate an identifiable non-complian ce with the emission limitation or standard for pollutants other than NO x and SO 2 . In the event the Lafarge Companies determines, prior to the expiration of six Operating Months, that its ability to optimize the Control Technology will be affected by potential impairments to product quality, kiln system reliability or

8increased emissions of other pollutants, then the Lafarge Companies shall promptly advise U.S. EPA and the Affected State of this determ ination. In the event the Lafarge Companies determine, prior to the expira tion of the six Operating Months that the Control Technology has been optimized, the Lafarge Companies shall promptly advise U.S. EPA and the Affected State of this determination.
V. Control Technology Demonstration Period
16. The Demonstration Period sh all commence immediately follo wing the acceptance by U.S. EPA and the Affected State of the Optimizatio n Report. During the Demonstration Period, the Lafarge Companies shall operate a Control Technology for a period of at least 12 Operating Months consistent with the operating parameters determined during the Optimization Period for the Control Technology and identified in the Optimization Report approved by EPA and the Affected State purs uant to Paragraph 12 of this Appendix.
17. If Kiln Operation is disrupted by excessive unplanned outages, or excessive Startups and Shut Downs during the Demonstration Period, or if an Affected Kiln Temporarily Ceases Operation for business or technical reasons, the Lafarge Companies may request that U.S. EPA and the Affected State temporarily extend the Demonstration Period. U.S. EPA and the Affected State shall grant or deny the request and shall state the amount the time, if any, that the Demonstration Period may be extended. The Lafarge Companies may not suspend Demonstration Period data collection until and unl ess U.S. EPA and the Affected State have granted the request. Disputes regarding the a ppropriate amount of time shall be governed by Section XV of the Consent Decree (Dispute Resolution).
18. If evidence arises during the Demonstration Period that product quality, kiln system reliability or emission compliance with an em ission limitation or standard is impaired by reason of longer term operati on of a Control Technology in a manner consistent with the parameters identified in the Optimization Report, then the Lafarge Companies may, upon notice to U.S. EPA and the Affected State, temp orarily modify the manner of operation of the Control Technology to mitigate the effects and re quest that U.S. EPA and the Affected State suspend or extend the Demonstration Period for fu rther technical evaluation of the effects of a Control Technology or permanently modify the manner of operation of the Control Technology to mitigate the effects. U.S. EPA a nd the Affected State shall grant or deny the request and shall state the amount the time, if any, that the Demonstration Period may be suspended or extended. Disputes regardi ng the appropriate action shall be governed by Section XV of the Consent Decree (Dispute Resolution).
19. During the Demonstration Period, the Lafarge Companies shall collect the same data as required in Paragraph 8 of this Appendix. At least every 60 Days, the Lafarge Companies shall submit periodic Demonstration Period Repor ts to U.S. EPA and the Affected State during the Demonstration Period. Each Demons tration Period Report sh all include the data collected as required in this paragraph.
20. Within 60 Days following completion of the Demonstration Period, the Lafarge Companies shall submit a Final Demonstration Report to U. S. EPA and the Affected State, based upon
9and including all of the data collected during the Demonstrat ion Period including data from Startup, Shut Down and Malfunction events, that identifies proposed 30-Day Rolling Average Emission Limits for each pollutant (NOx a nd/or SO2) at an Affected Kiln subject to the requirements of this Appendix. For the S eattle Kiln, Joppa Kiln 1, Tulsa Kiln 1 and Tulsa Kiln 2, the Final Demonstration Report shall propose separate 30-Day Rolling Average Emission Limits for each Affected Kiln for NO x for Kiln Operation with and without tirederived fuel. Each 30-Day Rolling Average Em ission Limit for NOx and SO2 shall be based upon an analysis of continuous emissions m onitoring system (CEMS) data and clinker production data collected at th e Affected Kiln during the De monstration Period. Total pounds of an affected pollutant emitted dur ing an individual Operating Day will be calculated from collected CEMS data for that Day. Hours or Days when there is no Kiln Operation may be excluded from the analyses. However, the Lafarge Companies shall provide an explanation in the Demonstration Report for any data excluded from the analyses. In any event, Lafarge shall include all data re quired to be collected during the Demonstration Period in the Final De monstration Report.
21. The Lafarge Companies shall propose 30-Day Ro lling Average Emission Limits in the Final Demonstration Report in accordance with the defi nition of that term in the Consent Decree. The final 30-Day Rolling Average Emission Limit for an Affected Kiln shall be calculated in accordance with the following formula:
X= ū + 1.645 σ where: X = 30-Day Rolling Average Emission Limit (lbs/ton clinker) ū = mean of all of the 30-Day averages σ = standard deviation of a ll of the 30-Day averages
22. The Final Demonstration Report for an Affected Kiln (in the case of Ravena, Kilns), shall be subject to Section XI (Review and Approval of Submittals) of the Consent Decree and the Dispute Resolution provisions of Se ction XV of the Consent Decree.

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