Pa ge 1 of 30 AUDIT AGREEMENT FOR TEXAS FLEXIBLE PERMIT HOLDERS

between the Environmental Protection Agency

and [ Audit Participant ] Whereas, the United States Environmental Protection Agency (“EPA”) recognizes the value to EPA, Industry , and the Public of clearl y d efined emission, monitoring, and reporting obligations under federal law for sources currentl y regulated under the Texas f lexible p ermit p rogram. Whereas, EPA has created a voluntary Audit Program designed to allow Texas f lexible p ermit holders to establi sh and/or identify federally- enforceable Emission Unit Requirements , as the term is defined herein, for inclusion in federal Clean Air Act (“CAA”) Title V permits, and appropriate federally- enforceable non - Title V permits . See ___________ (“Program Notice ”). Whereas, the Texas Commission for Environmental Quality ( “ TCEQ ” ) is the delegated permitting entity

for the State of Texas, providing guidance on Texas permitting and regulations, and processing permit applications filed pursuant to Consent Agreement and Final Order (“CAFO”) entered as part of this Audit Program .Pa ge 2 of 30

Whereas, EPA and _______ ( “ Audit Participant”) intend to enter into a CAFO memorializing the Audit Participant’s commitment to seek the inclusion of agreed upon Emission Unit Requirements i n both Title V and appropriate federally- enforceable non Title V permits . Whereas EPA and the Audit Participant (the “Parties”) desire to enter into and be bound by the terms of this “ Audit Agreement for Texas Flexible Permit Holders ” (“Agreement”). Now, therefore, in consideration of the above, EPA and the Audit Participant agree as follows: I. Applicability 1. This Agreement shall apply to and be binding upon EPA and the Audit Participant, including but not limited to its officers, directors, agents, se rvants, employees, successors, and assigns. The Audit Participant shall give notice of this Agreement to an y successor in interest prior to the transfer of the Facility or any ownership interest in any Emission Source regulated under the Texas f lexible p e rmit.Pa ge 3 of 30 II. Representation s 2. The Audit Participant represents that: a. The facility

that shall be subject to the terms of this Agreement is _____ and is located at ______ (“ Facility”). b. It is the owner and/or operator of the Facility . c. It is submitting this exec uted Agreement to EPA within ___ day s of the Audit Program Notice. III. General Provisions 3. For purposes of this Agreement and an y proceeding, without trial or an y adjudication of facts, the Audit Participant admits that EPA has jurisdiction over the subj ect - matter of the terms of this Agreement and any materials submitted to EPA pursuant to this Agreement. 4. The a

uditor ’ s identification of potential areas of noncompliance pursuant to this Agreement shall not constitute an admission of any violation of the CAA or any other environmental requirements for purposes of this Agreement or any other civil, criminal, or administrative proceeding. 5. No later than 30 day s prior to the closing date of a transfer to another party of the Facility , the Audit Participant sh all provide written notice and a cop y of thisPa ge 4 of 30 Agreement to each party accepting transfer of the Facility . Such notice shall include this Agreement and any materials developed pursuant to this Agreement. Further, the Audit Participant shall notify EPA in writing of such a transfer of the Facility at least 10 day s prior to such transfer, includ ing identification of the purchaser and the Facility .

IV. Definitions 6. “Audit” shall mean the comprehensive third - party CAA compliance audit as described in this Agreement and at __ Fed. Reg. ___ (Date). 7. “Audit Participant’s Report and Certification” shall mean the report that provides the Audit Participant’s comments on the Audit Report, including the Audit Participant’s proposed table of applicable Emission Unit R equirements for each Emission Unit. Proposal of Emission Unit Requirements in the Audit Participant’s Report and Certification binds the Audit Participant to apply for a revision to its Title V permit, and to obtain appropriate federall y- enforceable non T itle V permits . This obligation shall be memorialized in a federal administrative CAFO between the Audit Participant and EPA. 8. “ Audit Program ” shall mean the Audit itself, all deliverables, and process required under this Audit Agreement.Pa ge 5 of 30

9. “Audit Repo rt” shall mean the report drafted b y the Third - Party Auditor that presents the detailed results of the Audit and identifies Emission Unit Requirements for each Emission Unit. 10. “Best Available Control Technology” or “BACT” shall mean Best Available Contro l Technology

as defined in the federally approved Texas SIP or as defined in 40 C.F.R. § 52.21 where no federall y approved definition of BACT can be identified in the Texas SIP. 11. “Change” shall mean the act, process, or result of altering or modifying. 12. “Community- based Projects” or “CPs” shall mean projects completed b y or paid for b y an Audit Participant focused on improving, protecting, or reducing community

risks to public health or the environment that could have been caused by potential violations by the Audit Participant. 13. “Consent Agreement and Final Order” or “CAFO” shall mean the final order memorializing the Audit Participant’s commitment to apply for a Title V permit revision , and appropriate federally- enforceable non - Title V permits . 14. “E mission Determination(s)” shall mean the conclusions of the Third - Party Auditor as to pollutant emission levels, increases , or decreases at an y Emission Unit and non - Texas F lexible P ermit E mission Units at the Facility .Pa ge 6 of 30

15. “Emission Unit” shall mean any part of a stationary source regulated under a Texas Flexible Permit that emits, or would have the potential to emit, any pollutant subject to regulation under the Federal CAA. 16. “Emission Unit Requirements” shall mean: 1) pollutant emission limitations /standards; 2) controls/operational changes/operational practices needed to meet the emission limitations/standards; 3) monitoring and reporting requirements necessary

to determine continuous compliance with emission limitations; 4) a compliance schedule, if need ed; and 5) interim emission limitations/standards, if needed. 17. “ Facility” shall mean the ______ [ty pe of facility , i.e., refinery , olefins plant, power generating plant, e tc .] located at _____ [address] _____ [owned and/or operated] b y ______ holding the T exas F lexible P ermit number(s) ______ [flexible permit number]. 18. “Federal CAA Compliance Status” shall mean a determination of the Emission Unit Requirements for a particular Emission Unit based on review of the operational and ph ys ical history of the Emis sion Unit with reference to applicable federal regulations and requirements in the federally approved Texas SIP. The concept of Federal CAA Compliance Status in the context of this program is further defined and explained in paragraphs below.Pa ge 7 of 30

19. “H yperlinks” shall mean a reference to an external piece of information in any of the work products generated pursuant to this Agreement accessible by clicking on the Hy perlink. 20. “H ypertext” shall mean text, displayed on a computer, with references (H yperlinks) to other text that the reader can immediately access by

a mouse click. 21. “L owest Achievable Emissions Rate” or “LAER” shall mean Lowest Achievable Emissions Rate as defined in the f ederally a pproved Texas SIP or as defined in 40 C.F.R. § 52.21 where no feder ally approved definition of LAER can be identified in the Texas SIP. 22. “New Source Review” or “NSR” shall mean both the New Source Review and Prevention of Significant Deterioration programs authorized by Congress at 42 U.S.C. §§ 111 and 112, the federal rules at 40 C.F.R. Parts 51 and 52 , and the Texas SIP requirements promulgated to implement the same. 23. “Program Notice” shall mean EPA’s Texas Flexible Permit Audit Program Notice published on _____ at __ Fed. Reg. _____.Pa ge 8 of 30

24. “Texas Flexible Permit(s)” shal l mean Texas air emission control permits issued Texas to the Facility pursuant to 30 TAC 116.710 . 25. “Texas State Implementation Plan” or “Texas SIP” shall mean the portions of Texas state air regulations that were submitted b y Texas and approved b y EPA for inclusion in the federall y recognized SIP. The current content of the SIP and an historical overview of previous versions of the SIP can be found at http://yosemite1.epa.gov/r6/Sip0304.nsf/home?Openview&Start=1&Count=30& Expand=6. 26. “ Third - Party Auditor” shall mean the independent Third - Party compan y(i es) hired by the Audit Participant to conduct the Audit and who meet the requirements set forth in Paragraph 27 below. V. Specific Requirements and Instructions Regarding the Audit and Reports A. Independ ence of and Requirements Regarding the Third - Party Auditor 27. The requirements of paragraphs 28 - 32 below, shall apply to the Third - Party Auditor and employees of the Third - Party Auditor working on the Audit performed to satisfy

this Audit Agreement.Pa ge 9 of 30

28. The T hird - Party Auditor shall have a reasonable number of employees, but in no instance less than one, who meets the qualification requirements of IS O 19011 (First edition, 2002 - 10 - 01). 29. The Third - Party Auditor shall be paid by the Audit Participant in an amo unt sufficient to carry - out the provisions of this Audit Agreement. The Third - Party Auditor must not be an employee or former employee of the Audit Participant. The Third - Party Auditor must not directly own any stock in the Audit Participant or in any parent or subsidiary , and must have no direct financial stake in the outcome of the Audit conducted pursuant to this Audit Agreement. 30. The Third - Party Auditor shall not have been involved in the development of the CAA permits held by

the Audit Participant at the facility being audited under this program. 31. If the Audit Participant has any contractual relationship with the Third - Party Auditor, the Audit Participant shall disclose to EPA such past or existing contractual relationships in an attachment to this Audit Agreement. 32. The Audit Participant agrees to not enter into an y contractual or emplo ym ent relationships with the Third - Party Auditor for a period of 1 year after the submission of the Audit Report.Pa ge 10 of 30

33. W ithin 15 days of the Audit Participant’s execution of this Audit Agreement , EPA may choose to reject the Third - Party Auditor . EPA may elect to reject the Third - Party Auditor for failing to meet any of the conditions identified in paragraphs 28 - 32 of this Audit Agreement or where it has reason to believ e that an actual or potential conflict may exist as between the Audit Participant and its proposed Third - Party Auditor. If EPA rejects the Third - Party Auditor, the Audit Participant may

choose another Third - Party Auditor, again subject to EPA rejection. 34. The conclusions of the Third - Party Auditor must be its own, based on best professional judgment applied to the facts , materials , and information collected , obtained, or learned during the course of the Audit. The Audit R eport submitted by the Third - Part y Auditor must be stamped by a p rofessional e ngineer licensed in the State of Texas. 35. The Audit Participant shall take all steps necessary steps to ensure that it openly share with the Third - Party Auditor confidential and business sensitive information. 36. To the extent that documents needed to complete the Audit are not available in the files of the Audit Participant, the Third - Party Auditor, with assistance as necessary from the Audit Participant, shall seek the needed documentation elsewhere.Pa ge 11 of 30

37. This Audit Agreement includes requirements regarding the performance of the Audit and the form of deliverables. The Audit Participant and Third - Party Auditor are responsible for abiding b y these requirements. Deliverables must be clear and detailed, and supporting information must be submitted in a manageable form. Lack of clarity, incomplete documentation, and/or documentation submitted in an unorganized or difficult to manage manner shall be grounds for rejection of the Audit. 38. As to all Emissions Determinat ions made and Emission Unit Requirements recommended pursuant to this Agreement, the Third - Party Auditor shall make best professional efforts to ensure the information reported to EPA is as accurate as possible. The Third - Party Auditor may arrive at Emiss ion Determinations and Emission Unit Requirements by verifying emissions estimates and measurements made b y the Audit Participant or a predecessor in interest, by re - calculating emission values previously used in permitting or other contexts, or by using i ts best professional judgment to calculate emissions using the most accurate assumptions, emission factors, or other available information and/or tools. B. Overview of Audit Requirements and Scope 39. The Audit Participant shall make best efforts to ensure that the Audit represents: a) an accurate determination of each Emission Unit’s current Federal CAAPa ge 12 of 30 Compliance Status; and; b) an accurate determination of the applicable Emission Unit Requirements for each Emission Unit . 40. The Audit will consist of a d etailed review of the phy sical, operational, and regulatory

history of each Emission Unit. The review time frame, except for NSR , shall be from the date the Texas Flexible Permit became effective to the present. In the case of the NSR review, the emissio ns review time frame may need to include a period of time prior to the issuance of the flexible permit in order to establish a NSR emissions baseline. The historical review is critical to this process because various ty pes of Changes may

have caused Emiss ion Units to be subject to various federal CAA regulations. The Audit shall clearl y identify federal rules applicable to each Emission Unit and demonstrate each Emission Unit’s compliance status with federal rules. 41. The Third - Party Auditor shall prepare a version of the Audit Report that excludes any Confidential Business Information ( “ CBI ” ). The Audit Participant shall prepare a version of the Audit Participant’s Report and Certification that excludes any CBI. These CBI redacted reports, along with th e negotiated CAFO between the Audit Participant and EPA shall be posted on the Internet for public review and comment. 42. All Audit deliverables shall be electronic Hy pertext documents allowing all supporting material related to the Audit to be accessed by c licking on thePa ge 13 of 30 Hy perlinks imbedded in the deliverables. 43. Documents supporting the anal ys is and conclusions of the Audit shall be scanned into pdf files in the manner in which they were originall y produced and delivered by the author. For example, in scann ing a permit application, the scan should include every

thing that was in the envelope that was originally sent to the state of Texas. Items like reports should include the transmittal letter and all attachments as part of the same pdf file that includes the report. CBI documents shall be provided separatel y. 44. Each scanned document shall be named in the following manner: date [underscore] transmitting party [underscore] primary

recipient [underscore] beginning bates stamp number [underscore] .pdf. For example, a letter from John Doe, the plant manager of X corporation’s facility to Tom Permit - Writer of TCEQ sent June 6, 2006 with a beginning bate s stamp of 0005555 should be titled: 06062006_xcorp_tceq_0005555.pdf. In the situation where transmittal letter s have a different issuance date from the attached material, the date of the transmittal letter shall be used in the title of the pdf. C. Development of Community - B ased Projects 45. Within 30 days of signing the Audit Agreement, the Audit Participant, shall initiate contacts with representative of their local community to initiatePa ge 14 of 30 discussions focused on identifying potential candidate CP ( s ) . In developing their CP ( s ) , Audit Participants will be required to work with their local community representatives to d evelop the project details and an implementation schedule that will be included in the final CAFO. Each CP must have a clear nexus to potential air emissions from the Facility and identify the benefits to be received by the community

as a result of th e project. 46. The required value of CPs to be implemented by each Audit Participant will be determined using three factors: a. F lexible permit amendments (an indicator of changes at the facility that were not authorized pursuant to a properl y- issued federally- enf orceable permit) ; b. Total criteria pollutant emissions (an indicator of potential for community and environmental impacts); and c. T otal NSR authorizations for the facility during the period of time that the Audit Participant’s Texas F lexible P ermit was in effe ct (an indicator of facility complexity

). 47. EPA will utilize these factors to divide the universe of Texas F lexible P ermit holders into four tiers based upon the composite ranking of the facility. The composite score is obtained by summation of the facilit ies ranking as compared to all F lexible P ermit holders (from 1 to 126) using the three factors in paragraph 46 above . The tiers will determine the minimum required expenditure for the CP(s) . See Appendix A for the Tiered Ranking of Flexible Permit Holde rs.Pa ge 15 of 30 T able of Community Project Valuations by T ier ed Ranking

of the Flexible Permit Holders Tie r Ranking CP (s) E xpenditure R equired Tier 1 1 - 31 $ 2,000,000

– $ 4 ,000,000 Tier 2 32 - 64 $ 1,000,000

– $2,000,000 Tier 3 64 - 95 $ 250,000

– $1,000,000 Tier 4 96 - 126 $ 50,000

– 250,000

48. Attachment A includes a listing of all Texas F lexible P ermit holders with an indication of into which CP tier each facility falls, including an overview of how the specific calculations were completed. 49. Within 180 d ays of signing the Audit Agreement, the Audit Participant will submit to EPA a final CP proposal for approval. The CP proposal shall include a detailed description of the project(s), a schedule for project implementation (CPs must be completed within one ye ar of the CAFO date), a clear discussion of air nexus, and a discussion of the community involvement and outreach conducted as the project was developed.Pa ge 16 of 30

50. The final CP (s) will be specified in the CAFO and will include a detailed description of the proj ect and a schedule for implementation of the project, interim status reports and a final project report to be completed within the term of the CAFO. D. Applicable law for the NSR portion of the Audit 51. The Third - Party Auditor shall apply the version of the NSR regulations that were federally approved and therefore included in the Texas SIP at the time of the particular Change being reviewed. In reviewing Changes that triggered or should have triggered NSR review, the attainment status of the area in which the Facility is located at the time of the Changes under review shall be used for purposes of determining the major modification threshold and the required level of control, unless NSR non - compliance is identified . In the case of non - compliance , the curre nt attainment status shall be used to determine the level of control . E. Establishment of NSR Emission Unit Requirements 52. This Audit Program does not automatically require participants to seek current LAER/BACT Emission Unit Requirements at every Emission Unit regulated under a Texas F lexible P ermit.Pa ge 17 of 30

53. NSR Emission Unit Requirements shall be currently applicable, and therefore approvable b y EPA in the context of this Audit Program , where during the term of the flexible permit the Emission Unit was not c h anged in such a way so as to require new more stringent NSR Emission Unit Requirements. 54. If NSR Emission Unit Requirements were developed during the term of the Audit Participant’s Flexible Permit, such Emission Unit Requirements may be currentl y applica ble, and therefore approvable b y EPA in the context of this Audit Program , where such Emission Unit Requirements were developed in a manner fully consistent with the Federally Approved SIP in effect at the time the promulgation of the Emission Unit Require ments. The Third - Party Auditor shall make a specific determination to ensure that each Emission Unit Requirement was issued consistent with the processes outlined in the Federally Approved SIP. 55. If EPA determines that the Audit Participant is in non - compliance with NSR , installation of emission controls consistent with current ye ar LAER/BACT for the Emission Units implicated by the NSR non - compliance is required under this program. EPA may

determine that non - compliance with NSR should result in the coll ection of civil penalties from the Audit Participant. The parties would need to agree to the level of such penalties prior to EPA’s issuance of a covenant - not - to sue under this program.Pa ge 18 of 30

F. Requirements for the NSR section of the Audit Report 56. Part 1 of the NSR Section of the Audit Report shall consist of a detailed summary of the Audit process. This part shall include a description of the personnel and data tools used, a general description of the documents reviewed, and a discussion of an y serious p roblems encountered in conducting the Audit. 57. Part 2 of the NSR Section of the Audit Report shall consist of an executive summary of the findings of the NSR portion of the Audit, including, but not limited to: a. A detailed description of all prior NSR perm its that were replaced b y the flexible permit; b. A description of the NSR potential noncompliance found, if an y, at each Emission Unit; c. A list of Emission Unit projects/Changes that exceeded NSR significance thresholds but that netted out of BACT review or LAER review; d. A list of the recommended Emission Unit Requirements dictated by the NSR review; e. Summaries of all Emission Determinations; f. Summaries of BACT or LAER determinations; g. For all NSR Emission Unit Requirements established by TCEQ during the term of the Flexible Permit, a detailed anal ys is of wh y or wh y not the processPa ge 19 of 30 used by TCEQ complied with the contemporaneous, federally approved SIP; and h. For all instances of NSR non - compliance identified, a list of proposed Emission Unit Requirements for ea ch emissions unit where non - compliance was identified. The Third - Party Auditor will use the BACT/LAER Clearing House to provide recommendations of present day (2010) BACT or LAER . 58. Part 3 of the NSR Section of the Audit Report shall consist of a detaile d narrative describing the Audit review process for each Emission Unit, including, but not limited to the process analy ses , emissions anal ys es , and regulatory anal ys es, e missions calculations ( including an y formula, assumptions and/or emission factors used ) , and the conclusions. All supporting materials shall be referenced in footnotes with Hy

perlinks to historical and contemporaneous supporting documents . 59. Part 4 of the NSR Section of the Audit Report shall consist of a chronological list of all documents produced in support of the NSR portion of the audit. The list shall state the name of the document, its date, its b ates stamp range, attachments appended to the document and the bate s stamp range of such attachments, and a Hy perlink to the pdf of each document. All documents shall be produced in searchable pdf format utilizing optical character recognition.Pa ge 20 of 30

60. Part 5 of the NSR Section of the Audit Report shall consist of a table of all applicable NSR related Emission Unit Requirements for each E m issi on Unit that will provide the basis for necessary permitting revisions by

the appropriate permitting authority . G. Requirements for non - NSR Audit and non - NSR section of the Audit Report 61. The non -NSR CAA Audit shall determine the CAA compliance status and recommended Emission Unit Requirements for each Emission Unit with reference to the non -NSR federal CAA regulations in effect at the time of the Emission Unit’s construction or at the time of an y event that may have caused the Emission Unit to be subject t o non -NSR federal CAA regulations or that may have changed the Emission Unit’s requirements pursuant to non -NSR federal CAA regulations. In the case of Emission Units that triggered NSR and require BACT or LAER level controls, the Audit Report shall also explicitly state all other applicable CAA regulations and the corresponding Emission Unit Requirements . 62. Part 1 of the n on -NSR Section of the Audit Report shall consist of a detailed summary of the Audit process. This section shall include a description o f the personnel and data tools used, a general description of the documents reviewed, and a discussion of an y s erious problems encountered in conducting the Audit.Pa ge 21 of 30

63. Part 2 of the n on -NSR Section of the Audit Report shall consist of an executive summary of the findings of the n on -NSR audit, including but not limited to: a. A detailed description of all prior SIP based permits that were replaced by the flexible permit; b. A description of all n on - NSR CAA potential violations found; c. Summaries of all Emission Determ inations; and d. Recommended non -NSR Emission Unit Requirements. 64. Part 3 of the n on -NSR Section of the Audit Report shall consist of a detailed narrative describing the review process of each Emission Unit, including, but not limited to the process analy ses , emissions anal ys es , and regulatory anal ys es, e missions calculations ( including an y formula, assumptions and/or emission factors used ) , and the conclusions. All supporting materials shall be referenced in footnotes with Hy

perlinks to historical and contemporaneous supporting documents. 65. Part 4 of the n on -NSR Section of the Audit Report shall consist of a chronological list of all documents produced in support of the n on -NSR portion of the audit. The list shall state the name of the document, its date, i ts bate s stamp range, attachments appended to the document and the bate s stamp range of such attachments, and Hy

perlinks to the pdf of each document. All documents shall be produced in searchable pdf format utilizing optical character recognition.Pa ge 22 of 30

66. Part 5 of the non -NSR Section of the Audit Report shall consist of a table of all applicable non -NSR related Emission Unit Requirements for each E m ission Unit that will provide the basis for necessary permitting revisions by

the appropriate permitting authority . H. Audit Report C ertifications 67. The Audit Report shall include the following certification executed by a responsible official representing the Third - Party Auditor: I certify under penalty

of law that this document was prepared at my direction, and to the best of m y knowledge and belief, the information submitted is true, accurate, and complete. 68. The Audit Report and all Emission Unit Requirements (including underl yi ng Emission Determinations and LAER/BACT anal ysis) shall be certified as accurate b y a registered professional engineer. 69. The Audit Report shall include the following certification executed by a responsible official representing the Audit Participant: I certify under penalty

of law that _____ [the Audit Participant] to the best of my

kno wledge and belief has cooperated fullyPa ge 23 of 30 with _____ [the Third - Party Auditor] in its efforts to prepare this document, has provide d all information requested by ____ [the Third - Party Auditor], and that the information provided to ____ [the Third - Party Audito r] is true, accurate, and complete. I. Audit Participant’s Report and Certification 70. The Audit Participant’s Report and Certification shall consist of the following sections: a. An Introduction/Executive Summary outlining the differences between the conclusions made in the Audit Report and the conclusions made in the Audit Participant’s Report and Certification , if an y . b. A version of the Audit Report with “redline” comments, deletions, and insertions by

the Audit Participant. In this section, the Audit Par ticipant shall make, to the extent necessary , detailed presentations on why its conclusions differ from those in the Audit Report. The Audit Participant may present information in the form of bracketed text within the Audit Report r edline or by adding Hy

p erlinks to more detailed supplementary materials. c. An Excel spreadsheet including a row for each Emission Unit regulated pursuant to the Texas Flexible Permit with proposed Emission Unit Requirements. This spreadsheet shall include Hyperlinks to all materi al supporting the each proposed Emission Unit Requirement.Pa ge 24 of 3 0 d. The following certification executed by a responsible official representing the Audit Participant: I certify under penalty

of law that this document was prepared at m y direction, and to the best of m y knowledge and belief, the information submitted is true, accurate, and complete, and that all Emission Unit Requirements, Emissions Determinations, and LAER/BACT analy ses were reviewed and certified as accurate b y a r egistered p rofessional e ngineer. J. Notification 71. The Audit Participant designates the following individual as its contact person to receive all communication from EPA and the Third - Party Auditor concerning this Agreement:

______________

________________________ _ (name, title, address , phone, email)Pa ge 25 of 30

72. The Third - Party Auditor designates the following individual as its contact person to receive all communication from EPA and the Audit Participant concerning this Agreement:

_________

______________________ ________ 73. EPA designates the following individual as its contact person to receive all communication from the Audit Participant and Third - Party Auditor concerning this Agreement:

___________

____________________

______ _ _ 74. The parties may

re - designate their contact persons in writing at an y time. VI. Audit Schedule and CAFO Process 75. The Audit Report shall be delivered to EPA no later than 16 0 day s after the effective date of the Audit Agreement. A version of the Audit Report with CBI redacted will be published on the Internet upon rece ipt by EPA. EPA shall review the independence of the Third - Party Auditor prior to executing the Audit Agreement.Pa ge 26 of 30

76. No later than 180 day s after the effective date of the Audit Agreement , the Audit Participant will submit to EPA a final CP proposal for app roval. 77. No later than 250 day s after the effective date of the Audit Agreement, the Audit Participant shall deliver to EPA the Audit Participant’s Report and Certification. A version of the Audit Participant’s Report and Certification with CBI redacted wi ll be published on the Internet upon receipt b y EPA. 78. In the period subsequent to delivery of the Audit Participant’s Report and Certification, EPA and the Audit Participant may discuss the content of the Audit Report and the Audit Participant’s Report and Certification. EPA may seek additional information from the Audit Participant. The Audit Participant agrees to respond in a timely

manner to an y such request. 79. At any time after the delivery of the Audit Participant’s Report and Certification, EPA may p ropose to the Audit Participant a form of CAFO that is consistent with the model CAFO attached to this agreement as an Attachment B. 80. If EPA agrees with all of the Emission Unit Requirements proposed in the Audit Participant’s Report and Certification, the CAFO will require that the Audit Participant apply

for a Title V permit revision to incorporate and obtainPa ge 27 of 30 appropriate federall y- enforceable non - Title V permits to memorialize all such Emission Unit Requirements and require the Audit Participant to perfor m agreed upon CP (s). The Audit Participant hereb y agrees to sign such a CAFO within 15 day s of receipt. 81. If EPA agrees with some, but not all of the Emission Unit Requirements proposed in the Audit Participant’s Report and Certification, the CAFO may include a subset of the Emission Unit Requirements proposed in the Audit Participant’s Report and Certification, along with either Emission Unit Requirements agreed to by the Parties, and/or where no agreement can be reached, Emission Unit Requirements chosen by

EPA. T he CAFO will require that the Audit Participant apply for a Title V permit revision to incorporate and obtain appropriate federall yenforceable non - Title V permits to memorialize all such Emission Unit Requirements and require the Audit Participant to perform agreed upon CP (s). The Audit Participant shall have 30 day s to sign the CAFO. If the Audit Participant does not sign the CAFO, the Audit process ends with no agreement as to Emission Unit Requirements or CP(s) . 82. Once a CAFO has been signed b y the Audit Participant and by EPA, EPA will file the CAFO, and a short letter summarizing the CAFO with the EPA Region 6 Judicial Officer. At the same time, the CAFO will be published on the Internet for a public comment period of 30 days.Pa ge 28 of 30

83. After the public comment period ends, EPA will consider any public comments, and , as appropriate , seek to work with the Audit Participant to revise the CAFO based on such public comments. After an y necessary revisions are made, EPA will seek finalization of the CAF O b y the Region 6 Judicial Officer. The offering of the CAFO for public comment does not explicitly create an obligation for EPA response or inclusion of such comments nor does this create an y rights for public objection to the final CAFO. VII. Complian ce with Laws and Regulations, Reservation of Rights, and Modifications 84. Neither the existence of this Agreement nor compliance with this Agreement relieves the Audit Participant of the obligation of continued compliance with the regulations covered under this Agreement, and all other applicable federal, state, and local laws and regulations. 85. This Audit and CAFO do not prejudge the permitting process or replace it. The agreed upon Emission Unit Requirements are minimum requirements in order for the Audit P articipant to receive a covenant - not - to - sue pursuant to the Audit Program . The permitting authority will follow the rules and processes in place including public participation at the appropriate time.Pa ge 29 of 30

86. EPA reserves its rights to proceed against the Audit Participant for violations outside the scope of the Audit and for violations within the scope of this Audit that are not explicitly

released in the CAFO. EPA reserves the right to commence an action against any

person, including the Audit Participant in r esponse to any condition which EPA determines may present an imminent and substantial endangerment to the public health, welfare, or environment. This Agreement is not intended, and shall not be construed, to resolve any claim for criminal sanctions now p ending or sought in the future, and shall not limit the right of the United States to pursue criminal sanctions for violation of law. 87. Nothing in this Agreement shall limit the authority of EPA to conduct any inspections or information gathering under appl icable federal law. 88. A writing signed b y the parties may modify this Agreement.Pa ge 30 of 30

WE, THE UNDERSI GNED, HEREBY AGREE TO BE BOUND BY THIS AGREEMENT: For U.S. EPA:

__________________

_________________

_____ John Blevins, Director Compliance Assurance and Enforcement Division EPA Region 6
For ___________ [Audit Participant] :

____________________ _________________

___Attachment A to Audit Agreement Tiered Ranking of Texas Flexible Permits

Page A - 1 of A - 3 RN# Company Name Permit Number Tier RN100225945 THE DOW CHEMCIAL COMPANY 20432 1 RN102579307 EXXON MOBIL CORPORATION 18287 1 RN1024958 84 CONOCOPHILLIPS COMPANY 9868A 1 RN100209451 MOTIVA ENTERPRISES LLC 8404 1 RN100211879 SHELL CHEMICAL LP 56496 1 RN100235266 FLINT HILLS RESOURCES LP 8803A 1 RN100238385 VALERO REFINING COMPANY - TEXAS 39142 1 RN102535077 BP PRODUCTS NORTH AMERICA IN C 47256 1 RN102584026 THE PREMCOR REFINING GROUP INC 6825A 1 RN100218130 HOUSTON REFINING LP 2167 1 RN102574803 EXXON MOBIL CORPORATION 20211 1 RN100210517 DIAMOND SHAMROCK REFINING COMPANY LP 9708 1 RN100210608 MARATHON PETROLEUM COMPANY LLC 22433 1 RN102450756 EXXONMOBIL OIL CORPORATION 49138 1 RN102534138 FLINT HILLS RESOURCES LP 6308 1 RN100211663 VALERO REFINING - TEXAS LP 2937 1 RN100214386 VALERO REFINING - TEXAS LP 38754 1 RN102018322 CHEVRON PHILLIPS CHEMICAL COMPANY LP 4437A 1 RN100542802 D IAMOND SHAMROCK REFINING COMPANY LP 50607 1 RN102320850 CHEVRON PHILLIPS CHEMICAL COMPANY LP 21918 1 RN100213016 WE ST ERN REFINING COMPANY LP 18897 1 RN100217389 FLINT HILLS RESOURCES LP 16989 1 RN100219286 HOLCIM TEXAS LIMITED PARTNERSHIP 8996 1 RN100 238708 INEOS USA LLC 95 1 RN100825249 CHEVRON PHILLIPS CHEMICAL COMPANY LP 22690 1 RN100250869 ALON USA LP 36845 1 RN100209857 CHEVRON PHILLIPS CHEMICAL COMPANY LP 32713 1 RN100211879 SHELL OIL COMPANY 21262 1 RN100870898 THE GOODYEAR TIRE & RUBBER CO MPANY 6618 1 RN100212356 LOCKHEED MARTIN CORPORATION 16862 1 RN100224740 OILTANKING HOUSTON LP 5631 1 RN102536307 BP AMOCO CHEMICAL COMPANY 1176 2 RN100224468 FIRESTONE POLYMERS LLC 292 2 RN100229905 INEOS POLYETHYLENE NORTH AMERICA 49823 2 RN1002374 52 KM LIQUIDS TERMINALS LLC 2193 2 RN100226844 LOW ER COLORADO RIVER AUTHORITY 51770 2 RN102212925 EXXON MOBIL CORPORATION 3452 2 RN100217231 OILTANKING TEXAS CITY LP 3284 2 RN101042885 OILTANKING BEAUMONT PARTNERS LP 21356 2 RN101618759 FLINT HILLS RE SOURCES LP 18105 2 RN102180486 MAGELLAN TERMINALS HOLDINGS LP 4850 2 RN102537289 INEOS POLYMERS INC 28351 2 RN102771078 NORBORD TEXAS JEFFERSON INC 24679 2 RN100210095 US DEPARTMENT OF THE ARMY 79097 2Attachment A to Audit Agreement Tiered Ranking of Texas Flexible Permits

Page A - 2 of A - 3 RN# Company Name Permit Number Tier RN100219005 3M COMPANY 71623 2 RN102323268 ENTER PRISE PRODUCTS OPERATING LLC 76070 2 RN100543040 NORBORD TEXAS NACOGDOCHES INC 9958 2 RN102528197 BIGLER LAND LLC 7278 2 RN100216779 DAL - TILE CORPORATION 18330 2 RN104262704 AKZO NOBEL POLYMER CHEMICALS LLC 21865 2 RN102456597 THE GOODYEAR TIRE & RUBB ER COMPANY 40933 2 RN100217306 EBAA IRON INC 664 2 RN100542828 ZEE MANUFACTURING LTD 43104 2 RN100215615 CHEVRON PHILLIPS CHEMICAL COMPANY LP 583A 2 RN100542562 LEEDO MANUFACTURING CO LP 77410 2 RN102540754 PPG INDUSTRIES INC 1862A 2 RN100214824 PLAI NS PIPELINE LP 72712 2 RN101059673 FLINT HILLS RESOURCES LP 19079 2 RN100226125 MOTIVA ENTERPRISES LLC 26638 2 RN101058733 FLINT HILLS RESOURCES LP 19082 2 RN100222744 FLINT HILLS RESOURCES LP 6606 2 RN100218197 THE SHERW IN -WI LLIAMS COMPANY 74886 2 R N101973782 PLAINS PIPELINE LP 73357 2 RN100519651 MOTIVA ENTERPRISES LLC 1285 3 RN100561182 CB&I CONSTRUCTORS INC 34184 3 RN102186129 MAGELLAN PIPELINE TERMINALS LP 70042 3 RN100214824 PLAINS PIPELINE LP 72762 3 RN100519214 MOTIVA ENTERPRISES LLC 1903 5 3 RN100214949 NUSTAR LOGISTICS LP 50595 3 RN104095435 PRAXAIR INC 19297 3 RN100216753 CAMPBELL SOUP SUPPLY COMPANY LLC 56233 3 RN101162774 TRANE US INC 47724 3 RN100519636 MOTIVA ENTERPRISES LLC 31978 3 RN100216548 MOTIVA ENTERPRISES LLC 37200 3 R N100918754 CHEMICALS INCORPORATED 50478 3 RN102530268 MOTIVA ENTERPRISES LLC 48662 3 RN100225739 EXPLORER PIPELINE COMPANY 56218 3 RN100219591 TE PRODUCTS PIPELINE COMPANY LP 88 3 RN102183449 MAGELLAN PIPELINE TERMINALS LP 1296A 3 RN100225671 850 PINE STREET INC 56685 3 RN100213545 NCI GROUP INC 17210 3 RN103179289 NUSTAR LOGISTICS LP 54984 3 RN100219161 MITSUBISHI CATERPILLAR FORKLIFT AMERICA INC 22104 3 RN100219260 NOBLE PETRO INC 1889A 3 RN101950616 PLAINS PIPELINE LP 73458 3 RN103219127 NACOG DOCHES POW ER LLC 77679 3 RN100210756 US DEPARTMENT OF ENERGY 84802 3 RN102411352 BAE SYSTEMS TACTICAL VEHICLE SYSTEMS LP 21548 3 RN100209337 UT HEALTH SCIENCE CENTER SAN ANTONIO 48056 3Attachment A to Audit Agreement Tiered Ranking of Texas Flexible Permits

Page A - 3 of A - 3 RN# Company Name Permit Number Tier RN100673136 REICHHOLD INC 77738 3 RN102305943 PLAINS PIPELINE LP 72761 3 RN101296507 PLAINS PIPELINE LP 72760 3 RN102874419 STE WA RT & STEVENSON SERVICES INC 53418 3 RN102027174 SHELL PIPELINE COMPANY LP 56342 3 RN102341880 UNIVAR USA INC 70652 4 RN102553336 EXXONMOBIL OIL CORPORATION 49131 4 RN100215128 WE ST T EXAS GULF PIPE LINE COMPANY 72661 4 RN100219716 SHELL PIPELINE COMPANY LP 56253 4 RN104517826 PORT ARTHUR LNG LP 74485 4 RN100214824 PLAINS PIPELINE LP 72763 4 RN104248141 NUSTAR TERMINALS PARTNERS TX LP 54985 4 RN104620083 INEOS AMERICAS LLC 82132 4 RN1 05366934 FLINT HILLS RESOURCES LP 83149 4 RN104477161 EI DU PONT DE NEMOURS AND COMPANY 76165 4 RN100813492 MAGELLAN PIPELINE TERMINALS LP 73439 4 RN105156707 TOY O INK MFG AMERICA LLC 81030 4 RN100242973 GARDNER GLASS PRODUCTS INC 18495 4 RN101988541 PLAINS PIPELINE LP 73383 4 RN100683010 GENERAL ALUMINUM COMPANY OF TEXAS LP 6081 4 RN100212349 TEPPCO CRUDE PIPELINE LLC 73416 4 RN102194271 CHEVRON PRODUCTS COMPANY 78189 4 RN102904794 CHEMICAL RESEARCH & LICENSING COMPANY 32468 4 RN104314273 LONESTA R FIBERGLASS POOLS LLC 72302 4 RN101466159 TEX - TRUDE LP 49230 4 RN100812502 RIO GRANDE MINING COMPANY 80987 4 RN101073013 CITGO PETROLEUM CORPORATION 56151 4 RN100224088 CITGO PIPELINE COMPANY 56121 4 RN100220011 MAGELLAN PIPELINE COMPANY LP 56340 4 RN101388163 RANGEN INC 21318 4 RN104277793 FORBO ADHESIVES LLC 74599 4 RN102575073 PLAINS PIPELINE LP 72984 4 RN104222278 COBISA- GREENVILLE LIMITED PARTNERSHIP 71739 4 RN100767714 THE WW HENRY COMPANY LP 20513 4 RN104136700 SANDY CREEK ENERGY ASSOCIAT ES LP 70861 4 RN102459765 PLAINS PIPELINE LP 72985 4 RN104156526 PLAINS PIPELINE LP 73368 4Attachment B to Audit Agreement Model Consent Agreement and Final Order (CAFO) Texas Flexible Permit Audit Program

Page B - 1 of B - 17 UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

REGION 6 DALLAS, TEXAS INTHE MATTER OF: § § [NAME OF AUDIT PARTI CI PANT] § EPA DOCKET NO. CAA - 06 - 2010 - xxxx [NAME OF CITY, TEXAS] § § § COMPLAI

NT AND § CONSENT AGREEMENT AND § FINAL ORDER § The Director of the Compliance Assurance and Enforcement Division of the United States Environmental Protection Agency (EPA), Region 6 (Complainant), and [Name of Audit Parti cipant, Name of City , Texas] (Respondent) in the above referenced proceeding, hereb y agree to resolve this matter through the issuance of this Complaint and Cons ent Agreement and Final Order (Complaint and CAFO ). I. PRELIMINARY STATEMENT 1. This proceeding i s for the assessment of civil penalties pursuant to Section 113(d) of the Clean Air Act, as amended (CAA), 42 U.S.C. § 7413(d), and for additional terms of settlement as agreed to by Respondent. This proceeding was instituted by the issuance of a Complaint and Notice of Opportunity for Hearing (Complaint) incorporated herein, and is simultaneously

concluded by

the issuance of this CAFO against Respondent pursuant to 40 C.F.R. §§ 22.13(b) and 22.34. 2. The Complaint alleges [Name of Audit Participant] (abbreviated name) violated the CAA and specific requirements promulgated thereunder at its [Name of Facility or Plant] located in [Name of City , County , Texas] (Facility).Page B - 2 of B - 17

3. For purposes of this proceeding, Respondent admits the jurisdictional allegatio ns of this Complaint; however, Respondent neither admits nor denies the specific factual allegations contained in this Complaint. 4. Respondent consents to the issuance of this CAFO hereinafter recited and consents to the assessment and payment of any stated civil penalty in the amount and by

the method set out in this CAFO; in addition, Respondent agrees to perform the addition terms of settlement set forth in Paragraphs 28 through 42 as a condition precedent for the release and covenant not to sue provisions set forth in Paragraph 43 through 45 below. 5. R espondent waives an y right to contest the allegations in the CAFO and its right to appeal the Final Order set forth herein, and Respondent waives all defenses which have been raised or could have been ra ised to the claims set forth in the CAFO. 6. This CAFO shall only resolve Respondent’s liability for federal civil penalties for the violations and facts alleged in this Complaint; furthermore, Respondent shall not assert, and may not maintain, an y defens e or claim based upon the principles of waiver, res judicata , collateral estoppel, issue preclusion, or claim - splitting for violations not alleged in this Complaint. 7. Nothing in this CAFO shall be construed to prevent or limit EPA's civil and criminal authorities, or that of other Federal, State, or local agencies or departments to obtain penalties or injunctive relief under other Federal, State, or local laws or regulations. 8. Respondent represents that it is duly authorized to execute this CAFO and that the party signing this CAFO on behalf of the Respondent is duly authorized to bind the Respondent to the terms and conditions of this CAFO.Page B - 3 of B - 17

9. Respondent agrees that the provisions of this CAFO shall be binding on its officers, directors, employees, agents, servants, authorized representatives, successors, and assigns. II. FINDINGS OF FACT AND CONCLUSIONS OF LAW 10. Respondent is a [insert nature of business, e.g., corporation, partnership, etc.] doing business in the State of Texas and is a “person” as that term is defined in Section 302(e) of the Act, 42 U.S.C. § 7602(e), and within the meaning of Section 113(d) of the CAA, 42 U.S.C. § 7413(d). 11. At all relevant times, Respondent owned and operated a [insert ty pe of facility , e.g., refinery , chemi cal manufacturing facility , etc.] located in [insert name of city] , Texas. 12. Pursuant to Section 110 of the Act, 42 U.S.C. § 7410, Texas has submitted and EPA has approved a state implementation plan (Texas SIP) which contains, inter alia, the group of c ontrol strategies and regulations designed to attain and maintain the national ambient air quality standards (NAAQS) for criteria air pollutants. 13. The Texas SIP includes an air permitting program for new and modified sources of air pollution which prov ides various mechanisms for sources to obtain authorizations for their air emissions. In 1994, Texas created a flexible air permit program (Texas Flexible Permit Program), found at 30 TAC Chapter 116, Subchapter G, and submitted that program to EPA for ap proval as a revision to the Texas SIP. However, EPA has not approved the Texas Flexible Permit Program into the Texas SIP, and sources remain subject to the federally- approved Texas SIP and the mechanisms contained therein to effect changes to their operations that may effect air emissions.Page B - 4 of B - 17

14. Pursuant to Title V of the Act, 42 U.S.C. §§ 7661 - 7661f, and the implementing regulations at 40 C.F.R. Part 70, EPA has approved an air operating permits program for major and area sources of air pollution in Texas (Texas Title V program). 30 TAC § 122.132(e)(2) of the Texas Title V program requires major sources to submit permit applications that identify all applicable requirements, including the requirements of the Texas SIP. See also 40 C.F.R. § 70.5 (a), (c). Requirements imposed by state - only

programs, such as the Texas Flexible Permit Program which is not part of the Texas SIP, should be designated as not being federally enforceable in a source’s Title V permit, as required by 30 TAC § 122.142(b)(2) and 40 C.F.R. § 70.6(b)(2). Count 1 15. On or about [ INSERT d ate of issuance of Flexible Permit], Respondent was issued [Permit No. xxxxxxx] , an air permit issued under the Texas Flexible Permits Program. Permit No. xxxxxx covers various emission units at Respo ndent’s facility , including [Insert general description of the emission units cover ed by Flexible permit, identifying each emission point number (EPN) covered by the flexible permit] . 16. Under the flexible permit referenced above, Respondent effected changes at the [name of facility] which altered the nature and quantity of air emissions authorized from emission units covered by the flexible permit; these emission units were either previousl y authorized by

permits issued under the federall y - approved Texas SIP or had never been authorized under the federally- approved Texas SIP. 17. Respondent failed to seek and obtain authorization(s) under the federall yapproved Texas SIP for the unit - specific changes in emission rates/limitations and other requirements contained in their flexible permit, Permit No. xxxxxx .Page B - 5 of B - 17

18. Therefore, Respondent violated the requirements of 30 TAC Chapter 116 of the federally- approved Texas SIP, approved by EPA under Section 110 of the Act, 42 U.S.C. § 7410. On [Insert date], notice of these violations was provided to Respondent and Texas, as required b y Section 113(a)(1) of the Act, 42 U.S.C. § 7413(a)(1). Count 2 19. On [date of issuance] , Respondent was issued an air operating permit, Permit No. O - xxxxx , a permit i ssued under the EPA - approved Texas Title V program. 20. Permit No. O - xxxx fails to designate the requirements of Respondent’s flexible permit, Permit No. xxxxxx , as not being federall y enforceable and fails to include all applicable requirements, such as those requirements contained in permits issued under the federall yapproved Texas SIP. 21. Respondent’s failure to identify the terms and conditions of all permits issued under the federally- approved Texas SIP, as applicable requirements, in its Title V permit application constitutes a violation of 30 TAC § 122.132(e)(2) of the federally- approved Texas Title V program, Title V of the Act and the requirements of 40 C.F.R. § 70.5.Page B - 6 of B - 17 III. TERMS OF SETTLEMENT A. C IVIL PENALTY 22. For the reasons set forth ab ove, Respondent has agreed to pay a civil penalty which has been determined in accordance with Section 113(d) of the CAA, 42 U.S.C. § 7413(d), which authorizes EPA to assess a civil penalty of up to twenty- five thousand dollars ($25,000) 1 per day for each violation of the Act. Upon consideration of the entire record herein, including the Findings of Fact and Conclusions of L aw, which are hereby adopted and made a part hereof, and upon consideration of the size of the business, the economic impact of the penalty on the business, the violator’s full compliance history and good faith efforts to comply , the duration of the violation, pay

ment by the violator of penalties previously assessed for the same violation, the economic benefit of noncompliance, the serio usness of the violation, specific facts and equities, litigation risks, and other factors as justice may require, INCLUDING Respondent’s agreement to perform the additional terms of settlement set forth below, it is ORDERED that Respondent be assessed a ci vil penalty

in the amount of XXXXXXXXXXXX dollars ($ xxxxxxx ). 23. Within thirty

(30) day s of Respondent’s receipt of this fully executed CAFO, Respondent shall pay xxxxxxxxxxxx dollars ($ xxxxxxx ) by c ashier’s or certified check made payable to “Treasurer , United States of America, EPA - Region 6.” Pay ment shall be remitted in one of four (4) ways: regular U.S. Postal Service mail, to include certified mail; overnight mail; wire transfer; or On Li ne Pay ment. For regular U.S. Postal Service mail, U.S. Po stal Service certified mail, or U.S. Postal Service express mail, the check(s) should be remitted to:
1 The Civil Penalty Inflation Adjustment Act of 1990, 28 U.S.C. § 2461, as amended by 31 U.S.C. § 3701 provides for increases in the statutory penalty provisions ($25,000) cited in the Clean Air Act Stationary Source Civil Penalty Policy dated October 25, 1991 (CAA Penalty Policy). It provides for up to $25,000 per day of violation for violations occurring on or before January 30, 1997; up to $27,500 per day for each such violation occurring after January 30, 1997 through March 15, 2004; up to $32,500 per day for each such violation occurring after March 15, 2004 through January 12, 2009; and up to $37,500 per day for each such violation occurring after January 12, 2009.Page B - 7 of B - 17 U.S. Environmental Protection Agency Fines and Penalties Cincinnati Finance Center PO Box 979077 St. Louis, MO 63197 - 9000 For overnight mail (no n - U.S. Postal Service, e.g. Fed Ex), the check(s) should be remitted to:

U.S. Bank 1005 Convention Plaza Mail Station SL - MO - C2GL St. Louis, MO 63101 Contact: Natalie Pearson (314) 418 - 4087 For wire transfer, the payment should be remitted to :

Federal Reserve Bank of New York ABA = 021030004 Account = 68010727 SWIFT address = FRNYUS33 33 L iberty

Street New York, NY 10045 Field Tag 4200 of the Fedwire message should read “D 68010727 Environmental Protection Agency” phone number (412) 234 - 4381. For On - line Pay

ment: WWW.PAY.GOV Enter sfo 1.1 in search field Open form and complete required fields. PLEASE NOTE: Docket Number CAA - 06 - 20 10 - xxxx shall be clearly typed on the check to ensure proper credit. The check shall also be accompanied by a transmittal letter and shall reference Respondent’s name and address, the case name, and docket number of the administrative complaint and CAFO. Respondent’s adherence to this request will en sure proper credit is given when penalties are received for the Region. Respondent shall also send a simultaneous notice of such payment, including a cop y of the money order, or check, and transmittal letter to the following:Page B - 8 of B - 17 Steve Thompson (6EN - AA) U.S. EPA, Region 6 1445 Ross Avenue, Suite 1200 Dallas, TX 75202 - 2733 Region 6 Hearing Clerk U.S. EPA Region 6 1445 Ross Avenue, Suite 1200 Dallas, TX 75202 - 2733 24. Respondent agrees not to claim, or attempt to claim, a federal income t ax deduction or credit covering all or any part of the civil penalty paid to the United States Treasurer. 25. Pursuant to 31 U.S.C. § 3717 and 40 C.F.R. § 13.11, unless otherwise prohibited by law, EPA will assess interest and late pay ment penalties on out standing debts owed to the United States and a charge to cover the costs of processing and handling a delinquent claim. Interest on the civil penalty assessed in this CAFO will begin to accrue thirty (30) day s after the effective date of the CAFO and wil l be recovered by EPA on an y amount of the civil penalty that is not paid by

the respective due date. Interest will be assessed at the rate of the United States Treasury tax and loan rate in accordance with 40 C.F.R. § 13.11(a). Moreover, the costs of th e Agency ’s administrative handling of overdue debts will be charged and assessed monthly throughout the period the debt is overdue. See 40 C.F.R. § 13.11(b). 26. EPA will also assess a fifteen dollar ($15.00) administrative handling charge for administrat ive costs on unpaid penalties for the first thirty (30) day period after the pay

ment is due and an additional fifteen dollars ($15.00) for each subsequent thirty (30) day period that the penalty remains unpaid. In addition, a penalt y charge of up to six p ercent per year will be assessed monthly

on any portion of the debt which remains delinquent more than ninety (90)Page B - 9 of B - 17

day s. See 40 C.F.R. § 13.11(c). Should a penalty charge on the debt be required, it shall accrue from the first day

pay ment is delinquent. See 31 C.F.R. § 901.9(d). Other penalties for failure to make a pay

ment may also apply . 27. Pursuant to Section 113(d)(5) of the Act, 42 U.S.C. § 7413(d)(5), any person who fails to pay

on a timely

basis a civil penalt y ordered or assessed under this sec tion shall be required to pay , in addition to such penalty and interest, the United States enforcement expenses, including, but not limited to, attorney s fees and costs incurred by the United States for collection proceedings, and a quarterly nonpay ment pe nalty for each quarter during which such failure to pay persists. Such nonpay

ment penalty

shall be 10 percent of the aggregate amount of such person’s outstanding penalties and nonpay ment penalties accrued as of the beginning of each quarter. B. ADDITION AL TERMS OF SETTLEMENT Community Projects 28. [Insert language describing the community project(s) (CPs) in general and referencing the approved final CPs specifically described in Attachment A to the CAFO] 29. The Respondent shall submit a Community Pro ject C ompletion Report Completion Report) to EPA within thirty (30) days of the completion of the community projects described in Paragraph 28 above and Attachment A to this CAFO . The C ompletion R eport shall contain the following information: A. A detailed description of the community project(s) as implemented; B. A description of an y operating or logistical problems encountered and the solutions thereto; C. Itemized final costs with copies of receipts for all expenditures;Page B - 10 of B - 17

D. Certification that the community projects h ave been full y implemented pursuant to the provisions of this CAFO ; and E. A description of the environmental, emergency preparedness, and/or public health benefits resulting from implementation of th e community projects . 30 . In item izing its costs in the Completion Report, Respondent shall clearly identify and provide acceptable documentation for all eligible costs. For purposes of this Paragraph, “acceptable documentation” includes invoices, purchase orders, or other documentation that specificall y identifies and itemizes the individual costs of the goods and/or services for which pay ment is being made. Canceled drafts do not constitute acceptable documentation unless such drafts specificall y identify and itemize the individual cos ts of the goods and/or services for which pay ment is being made. 31. The Respondent shall submit the following certification in the Completion Report, signed b y a responsible corporate official: I certify under penalty

of law that I have examined and am familiar with the information submitted in this document and all attachments and that, based on my inquiry of those individuals immediately responsible for obtaining the information, Ibelieve that the information is true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility

of fines and imprisonment. 32. After receipt of the Completion Report described in Paragraph 29 above, EPA will notify

the Respondent, in writing, regarding: (a) an y deficiencies in the Completion Report itself along with a grant of an additional thirty (30) day s for Respondent to correct an y deficiencies; or (b) indicate that EPA concludes that the project has been completed satisfactoril y; or (c) dete rmine that the project has not been completed satisfactorily . 33. If EPA elects to exercise option (a) in Paragraph 32 above, i.e., if the Completion Report is determined to be deficient but EPA has not yet made a final determination about thePage B - 11 of B - 17

adequacy o f completion itself, EPA shall permit the Respondent the opportunity to object in writing to the notification of deficiency given pursuant to Paragraph 32 within ten (10) day s of receipt of such notification. EPA and the Respondent shall have an additiona l thirty (30) day s from the receipt b y EPA of the notification of objection to reach agreement on changes necessary to the Completion Report. If agreement cannot be reached on any such issue within this thirty (30) day period, EPA shall provide a written statement of its decision on adequacy of the completion of the community projects to Respondent, which decision shall be final and binding upon the Respondent. The Respondent agrees to comply with an y requirements imposed by EPA as a result of an y failure to comply with the terms of this CAFO. In the event the community

projects are not completed as contemplated herein, as determined by EPA, the conditions precedent to the release and covenant not to sue provisions set forth in Paragraph 43 herein shall b e deemed not to have been satisfied and Respondent is not afforded the protections provided b y those provisions. Emission Unit Requirements 34. Respondent agrees to immediately comply with all emission limitations/standards and monitoring, recordkeeping, and reporting requirements set forth in the Emission Unit Requirements Table, except as provided for in this paragraph. For those emission units identified in Attachment B that require additional emission authorizations under the federally approved Texas SIP and/or additional monitoring, recordkeeping, or reporting requirements to ensure continuous compliance with emission limitations or standards, a written compliance schedule has been developed as discussed in Paragraph 35 below. For those emission unit s identified in Attachment B that cannot achieve immediate compliance, the written compliancePage B - 12 of B - 17

schedule discussed in Paragraph 35 below includes provisions sufficient to bring those units into compliance as expeditiously as possible. Application for Title V Permit Revision [Preamble - not be included in final CAFO - This section relates to the Compliance Schedule which will form the basis for effecting the changes identified b y the audit report and the Emission Unit Requirements Table (Attachment B) necessary to bring all emission units covered b y R espondent’s flexible permit back into compliance with the requirements of the CAA and the federall y - approved Texas SIP. The Compliance Schedule will be submitted by the Respondent to the permitting authority, as p art of an application for a Title V revision request, and it will include, at a minimum, a detailed schedule meeting the requirements of 30 TAC § 122.132 and 40 C.F.R. § 70.5(c)(8), to obtain full emission requirements for all emission units regulated unde r Respondent’s flexible permit, accomplished through applications for amendments to existing or new authorizations under the federally - approved Texas SIP , otherwise known as the appropriate federally - enforceable non - Title V permits) . In addition, a compli ance certification will be required to be submitted with the application for the Title V permit(s) revision(s)] 35. Within thirty

(30) day s of the effective date of this CAFO, Respondent agrees to submit an application to the appropriate permitting authority for a Title V permit revision to incorporate the requirements of the Compliance Schedule, attached as Attachment C to this CAFO and incorporated herein b y reference. The Compliance Schedule is designed to be at least as stringent as the requirements s et for in 40 C.F.R. § 70.5(c)(8) and 30 TAC § 122.132 of the federally- approved Texas Title V operating permits program. 36. Respondent agrees to comply with the requirements of the Compliance Schedule set forth in Attachment C to this CAFO until the Compliance Schedule is approved into Respondent’s Title V permit(s) and the revised Title V permit(s) becomes effective, after which time Respondent will comply with the Compliance Schedule in the effective revised Title V permit.Page B - 13 of B - 17

37. In addition to the Compliance Schedule referenced above, Respondent’s application for the Title V permit(s) revision shall include an updated compliance certification that meets the requirements of 30 TAC § 122.165 and 40 C.F.R. § 70.5(c)(9). 38. Nothing in the Compliance Schedule or this CAFO shall be interpreted to limit the authority

to impose more stringent requirements in Respondent’s Title V permit(s) or in Respondent’s underl yi ng authorizations or requirements of the Texas SIP, including the appropriate federall y- enforceable non - Title V permit(s). Other Settlement Terms 39 . Nothing in this agreement shall be construed as prohibiting, altering or in any way limiting the ability

of EPA to seek an y other remedies or sanctions available by virtue of the Respond ent's violation of this agreement or of the statutes and regulations upon which this agreement is based, or for the Respondent's violation of any applicable provision of law. 40 . Any

public statement, oral or written, in print, film, or other media, made b y the Respondent making reference to the Community Project(s) s hall include the following language, "This project was undertaken in connection with the settlement of an enforcement action taken by the U.S. Environmental Protection Agency for violations of the federal CAA .” 41 . This CAFO shall not relieve the Respondent of its obligation to comply with all applicable provisions of federal, state or local law, nor shall it be construed to be a ruling on, or determination of, an y issue related to an y federal, state or local permit, nor shall it be construed to constitute EPA approval of an y equipment or technology installed by

the Respondent in connection with an y Community Project undertaken pursuant to this CAFO. Nothing in this CAFO shall be construed to prohibit or prevent the federal, state, or local government fromPage B - 14 of B - 17

developing, implementing, and enforcing more stringent standards through rulemaking, the permit process, or as otherwise authorized or required. 42. This document is a “Final Order” as that ter m is defined in the CAA Penalty Policy for the purpose of demonstrating a history of “prior such violations.” IV. RELEASE AND COVENANT NOT TO SUE 43. In consideration of Respondent's obligations under this CAFO and subject to the limitations and conditio ns herein , EPA releases and covenants not to sue Responde nt, with respect to the emission units listed in the Emission Unit Requirements Table in Attachment B to this CAFO , for the c ivil violations alleged herein that may have occurred prior to the effecti ve date of this CAFO. 44. The release and covenant not to sue described above does not extend to any other requirements of the Act , including but not limited to requirements that relate to emission units at Respondent’s facility

which are not listed in the Emission Unit Requirements Table (Attachment B to this CAFO). 45. The release and covenant not to sue described herein covers Respondent’s liability for civil violations with respect to an emission unit listed in the Emission Unit Requirements Tabl e (Attachment B to this CAFO) if, and onl y if, Respondent complies with all terms and conditions of this CAFO, including the receipt of a revised and effective Title V permit incorporating the Compliance Schedule set forth in this CAFO.Page B - 15 of B - 17 V. RETENTION OF E NFORCEMENT RIGHTS 46. EPA does not waive an y rights or remedies available to EPA for any violations by the Respondent of an y other Federal laws, regulations, statutes, or permitting programs not the subject of this action. 47. Nothing in this CAFO shall r elieve Respondent of the duty to compl y with all applicable provisions of the CAA. VI. COSTS 48. Each party

shall bear its own costs and attorney s fees. IT IS SO AGREED: FOR THE RESPONDENT:
Date: ________________ Name of Authorized party: ___________________ Title of Authorized Party:____________________ [Name of Audit Participant] FOR THE COMPLAINANT: Date: _________________ John Blevins Director Compliance Assurance and Enforcement DivisionPage B - 16 of B - 17 FINAL ORDER Pursuant to Section 113(d) of the CAA (Act), 42 U.S.C. § 7413(d), and the Consolidated Rules of Practice Governing the Administrative Assessment of Civil Penalties, 40 C.F.R. Part 22, the foregoing Consent Agreement is hereb y ratified. This Final Order shall not in any case affect the right of EPA or the United States to pursue appropriate inj unctive or other equitable relief or criminal sanctions for an y violations of law. This Final Order shall resolve only those causes of action alleged in this CAFO. The successful completion of the terms of settlement set forth in Paragraphs 28 through 42 are conditions precedent to the release and covenant not to sue provisions set forth in Paragraphs 43 through 45 of the this CAFO. Nothing in this Final Order shall be construed to waive, extinguish, or otherwise affect Respondent’s (or its officers, agents, servants, emplo yees, successors, or assigns) obligation to comply with all applicable federal, state, and local statutes and regulations, including the regulations that were the subject of this action. The Respondent is ordered to compl y with the term s of settlement as they relate to the assessment of civil penalties as set forth in the Consent Agreement. In accordance with 40 C.F.R. § 22.31(b), this Final Order shall become effective upon filing with the Regional Hearing Clerk. Dated _______________

___ Michael Barra

Regional Judicial Officer U.S. EPA, Region 6Page B - 17 of B - 17 CERTIFICATE OF SERVI CE I hereb y certify

that on the day

of , 2010, the original and one copy of the foregoi ng Complaint and Consent Agreement and Final Order (“Complaint and CAFO”) was hand delivered to the Regional Hearing Clerk, U.S. EPA - Region 6, 1445 Ross Avenue, Suite 1200, Dallas, Texas 75202 - 2733, and a true and correct copy was delivered to the follow ing individual(s) by the method indicated below: CERTIFIED MAIL - RETURN RECEIPT REQUESTED: ________________________ Name of authorized party : _______________________ Title of authorized party : ________________________ [Name of Audit Participant] Address :

U.S. EPA, Region 6 Dallas, Texas