IN THE UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

 

)

UNITED STATES OF AMERICA, )

STATE OF ILLINOIS, )

STATE OF LOUISIANA, )

STATE OF NEW JERSEY, )

COMMONWEALTH OF PENNSYLVANIA, )

NORTHWEST CLEAN AIR AGENCY, ) 

) CIVIL ACTION NO. H-05-258 

)

Plaintiffs, ) JUDGE SIM LAKE

)

v. )

)

PHILLIPS 66 COMPANY, )

WRB REFINING LP, )

MONROE ENERGY, LLC, )

)

Defendants. )

)

 )

FOURTH AMENDMENT TO CONSENT DECREE

WHEREAS, on January 27, 2005, Plaintiff, the United States of America (“United 

States”), on behalf of the Environmental Protection Agency (“EPA”), Co-Plaintiff the State of 

Illinois (“Illinois”), on behalf of the Illinois Environmental Protection Agency, Co-Plaintiff the 

State of Louisiana (“Louisiana”), on behalf of the Louisiana Department of Environmental 

Quality, Co-Plaintiff the State of New Jersey (“New Jersey”), at the request and on behalf of the 

New Jersey Department of Environmental Protection, Co-Plaintiff the Commonwealth of 

Pennsylvania (“Pennsylvania”), on behalf of the Pennsylvania Department of Environmental 

Protection, and Co-Plaintiff the Northwest Clean Air Agency (collectively “Plaintiffs”) filed a 
2

complaint in this action against and simultaneously lodged a consent decree with ConocoPhillips 

Company (“COPC”);

WHEREAS, on December 5, 2005, this Court entered the consent decree (the “December 

2005 Consent Decree”) that fully resolved the claims in the complaint;

WHEREAS, on May 1, 2007, a First Amendment to the December 2005 Consent Decree 

was entered; 

WHEREAS, on September 27, 2007, this Court approved a stipulated order adding WRB 

Refining LLC, now WRB Refining LP (“WRB Refining”), as a party to the Consent Decree for 

certain obligations at the Wood River and Borger Refineries as the owner of those refineries; 

WHEREAS, on August 11, 2008, a Second Amendment to the December 2005 Consent 

Decree was entered; 

WHEREAS, on April 13, 2012, a Third Amendment to the December 2005 Consent 

Decree was entered;

WHEREAS, on June 1, 2012, this Court entered an Order substituting Phillips 66 

Company (“Phillips 66”) for COPC as a Defendant in this case because Phillips 66 became the 

owner and/or operator of all of the Covered Refineries and assumed all obligations of the 

Consent Decree;

WHEREAS the December 2005 Consent Decree as modified by the First, Second, and 

Third Amendments, the addition of WRB Refining as a Defendant, and the substitution of 

Phillips 66 for COPC hereinafter shall be referred to as the “Consent Decree” or “Decree”;

WHEREAS this Fourth Amendment relates only to the refinery located in Trainer, 

Pennsylvania (“Trainer Refinery”);
3

WHEREAS Paragraph 8 of the Consent Decree provides that Phillips 66 may transfer, in 

whole or in part, ownership of, operation of or other interest in any Covered Refinery if the 

transferee agrees to assume liability for all of the terms and conditions of the Consent Decree 

that apply to the refinery being transferred and the transferee provides a certification that it has 

the financial and technical ability to assume the obligations and liabilities under the Consent 

Decree that are related to the transfer;

WHEREAS, on May 17, 2012, in accordance with Paragraph 6 of the Consent Decree, 

Phillips 66 notified the United States and Pennsylvania of its intent to transfer ownership and 

operation of the Trainer Refinery to Monroe Energy, LLC (“Monroe Energy”);

WHEREAS Monroe Energy is a Delaware Limited Liability Company that will be 

engaged in refining and marketing petroleum products;

WHEREAS in the asset transfer documents between Phillips 66 and Monroe Energy, 

Monroe Energy agreed to become a Party to the Consent Decree with respect to the outstanding, 

uncompleted obligations and liabilities of the Consent Decree that relate to the Trainer Refinery;

WHEREAS, on June 15, 2012, Monroe Energy provided a certification of its financial 

and technical ability to assume the outstanding, uncompleted obligations and liabilities related to 

the Trainer Refinery under the Consent Decree;

WHEREAS, on June 22, 2012, Phillips 66 transferred ownership of the Trainer Refinery 

to Monroe Energy;

WHEREAS, Paragraph 444 of the Consent Decree provides:

At such time as [Phillips 66] believes that it has satisfied the requirements for 

termination set forth in Paragraph 443 as to one or more Covered Refineries or as 

to the entire Decree, [Phillips 66] will certify such compliance and completion, in 

accordance with the certification language of Paragraph 440, to the United States 

and the Co-Plaintiffs in writing. Unless, within one hundred twenty (120) days of 

receipt of [Phillips’ 66] certification under this Paragraph 444, either the United 
4

States or any Co Plaintiff objects in writing with specific reasons, the Court may 

upon motion by Phillips 66 order that this Consent Decree be terminated as to 

such Covered Refinery(ies).

WHEREAS, on July 12, 2012, Phillips 66 certified to the United States that it had taken 

the following actions at the Trainer Refinery in completion and satisfaction of the Consent 

Decree:

a. Installed control technology at its Fluid Catalytic Cracker (“FCC”) to 

reduce emissions of sulfur dioxides (“SO2”), nitrogen oxides (“NOx”), and 

particulate matter (“PM”), in compliance with the provisions in 

Affirmative Relief Subsections V.A, V.B, and V.C of the Consent Decree 

that pertain to the Trainer Refinery;

b. Demonstrated compliance with the carbon monoxide (“CO”) limits and 

monitoring requirements for the FCC, in compliance with the provisions 

in Affirmative Relief Subsection V.D of the Consent Decree that pertain to 

the Trainer Refinery;

c. Demonstrated compliance with the opacity limits and the monitoring 

requirements for the FCC Unit Catalyst Regenerators in compliance with 

the provisions in Affirmative Relief Subsection V.E. of the Consent 

Decree that pertain to the Trainer Refinery; 

d. Installed “Qualifying Controls” (as that term is defined in Paragraph 94 of 

the Consent Decree) on certain heaters and boilers at the Trainer Refinery 

by permanently shutting down Boilers Numbered 6 and 7 and the FCC 

Unit Feed Heater to realize a 917.2 ton per year reduction in NOx 

emissions which will be applied to Phillip 66’s corporate commitment 

under Paragraph 95;

e. Accepted 40 C.F.R. Part 60, Subpart J New Source Performance Standards 

for its FCC, its sulfur recovery unit and associated tail gas treating unit, 

and its Old Yard and Acid Gas Flares; 

f. Until the refinery was temporarily idled in September 2011, materially and 

substantially complied with all provisions in the Consent Decree, except 

for those being transferred to Monroe for completion pursuant to this 

Fourth Amendment; 

g. Prior to September 2011, applied for and received permits incorporating 

the surviving emission limits and standards established under Section V of 

the Consent Decree (a table of the emission limits and standards 
5

established under the Consent Decree prior to September 2011 is attached 

hereto as Exhibit 1);

h. Operated each unit specified above for at least one year in material and 

substantial compliance with the emission limits reported in Exhibit 1;

i. Paid the civil penalty with respect to all Covered Refineries and the 

stipulated penalties with respect to the Trainer Refinery; and

j. Completed the Supplemental/Beneficial Environmental Projects in 

Section VIII that relate to the Trainer Refinery.

WHEREAS the United States, Pennsylvania, Phillips 66, and Monroe Energy agree that 

all Section V obligations of the Consent Decree relating to the Trainer Refinery have been 

satisfied except for those set forth in Paragraphs 01, 05, and 06 below;

WHEREAS no stipulated penalties accruing during COPC’s or Phillips 66’s ownership 

and operation of the Trainer Refinery are outstanding;

WHEREAS the United States, Pennsylvania, Phillips 66, and Monroe Energy seek to add 

Monroe Energy as a Defendant in the above-referenced case in order to have Monroe Energy 

assume those obligations of the Consent Decree related to the Trainer Refinery that have not yet 

been certified as having been completed;

WHEREAS, simultaneously with Monroe Energy’s assumption of the outstanding, 

uncompleted Consent Decree obligations at the Trainer Refinery, the United States, 

Pennsylvania, Phillips 66, and Monroe Energy seek to terminate the Consent Decree obligations 

at the Trainer Refinery as to Phillips 66;

WHEREAS the following Subsections of Section V of the Consent Decree (“Affirmative 

Relief “) identify the outstanding, uncompleted obligations that Monroe Energy will be required 

to comply with at the Trainer Refinery until Monroe Energy certifies them as complete:

F. NOx Emissions Reductions from Combustion Units (as described in 

Paragraph 05 below)
6

G. NSPS Applicability of Flaring Devices (as described in Paragraph 04 

below)

L. Control of Acid Gas Flaring Incidents and Tail Gas Incidents 

M. Control of Hydrocarbon Flaring Incidents 

N. Benzene Waste Operations NESHAP Program Enhancements

O. Leak Detection and Repair Program Enhancements 

P. Incorporation of Consent Decree Requirements into Federally Enforceable 

Permits

WHEREAS the United States, Pennsylvania, Phillips 66, and Monroe Energy agree that 

Monroe Energy is responsible for the obligations in the above referenced Subsections that apply 

to the Trainer Refinery only; that Monroe Energy has no obligations with respect to any Covered 

Refinery other than the Trainer Refinery; and that the following Paragraphs within the above 

referenced Subsections do not contain any obligations relating to the Trainer Refinery: 100A, 

105, 106, 107, 108, 109, 110, 111, 112, 114, 122A, 123A, 127 through 135, 136, 170, 174, 

179A–179C, 180, 204 and 259A–259K;

WHEREAS the United States, Pennsylvania, Phillips 66, and Monroe Energy agree that 

the limits set forth in Exhibit 1 will survive the termination of the Consent Decree as to the 

Trainer Refinery and that the limits are included as terms and conditions in the Trainer 

Refinery’s combined New Source/Operating Permit Number 23-00003;

WHEREAS Monroe Energy acknowledges that the Trainer Refinery must operate in 

accordance with the limits in Exhibit 1;

WHEREAS, the United States, Pennsylvania, Phillips 66, and Monroe Energy agree that 

Monroe Energy shall not be responsible for payment of any portion of the civil penalty provided 

for in Part X of the Consent Decree, which civil penalty already has been paid in full and that 
7

Monroe Energy shall not be responsible for payment of any portion of the stipulated penalty 

required pursuant to Paragraph 288B of the Third Amendment of the Consent Decree, which also 

has been paid in full;

WHEREAS the interests of Co–Plaintiffs Illinois, Louisiana, New Jersey, and the 

Northwest Clean Air Agency are not implicated in nor affected by the matters in this Fourth 

Amendment because these Co-Plaintiffs have no jurisdiction or authority over the Trainer 

Refinery and these Co-Plaintiffs therefore are not necessary parties to this Amendment;

WHEREAS the interests of Defendant WRB Refining are not implicated in nor affected 

by the matters in this Fourth Amendment because WRB Refining has no ownership or 

operational interest in the Trainer Refinery and therefore WRB Refining is not a necessary party 

to this Amendment;

WHEREAS, the United States, Pennsylvania, Phillips 66, and Monroe Energy recognize, 

and the Court by entering this Fourth Amendment finds, that this Fourth Amendment has been 

negotiated at arm’s length and in good faith and that this Fourth Amendment is fair, reasonable, 

and in the public interest;

NOW THEREFORE, before the taking of any testimony, without adjudication of any 

issue of fact or law, and upon the consent and agreement of the Parties necessary to this 

Amendment, it is hereby ORDERED, ADJUDGED, and DECREED as follows:

AMENDED AND RESTATED SECTIONS

The Consent Decree shall remain in full force and effect in accordance with its terms, 

except that:
8

01. Monroe Energy is added as a Defendant in the above-referenced case and shall be 

liable for those obligations of Section V of the Consent Decree related to the Trainer Refinery 

that have not been certified as having been completed. Those obligations are as follows: 

F. NOx Emissions Reductions from Combustion Units (as described in 

Paragraph 05 below)

G. NSPS Applicability of Flaring Devices (as described in Paragraph 04 

below)

L. Control of Acid Gas Flaring Incidents and Tail Gas Incidents 

M. Control of Hydrocarbon Flaring Incidents 

N. Benzene Waste Operations NESHAP Program Enhancements

O. Leak Detection and Repair Program Enhancements 

P. Incorporation of Consent Decree Requirements into Federally Enforceable 

Permits

The capitalized letters set forth above refer to the Subsections within Section V of the Consent 

Decree where the obligations are found.

02. Monroe Energy is responsible for the obligations in the above-referenced 

Subsections that apply to the Trainer Refinery only. Monroe Energy has no obligations with 

respect to any Covered Refinery other than the Trainer Refinery.

03. On July 12, 2012, Phillips 66 certified to the United States that it had taken the 

following actions at the Trainer Refinery in completion and satisfaction of the Consent Decree 

and, consequently, the obligations described in this Paragraph 03 are terminated with respect to 

the Trainer Refinery:

a. Installed control technology at its Fluid Catalytic Cracker (“FCC”) to 

reduce emissions of sulfur dioxides (“SO2”), nitrogen oxides (“NOx”), and 

particulate matter (“PM”), in compliance with the provisions in 

Affirmative Relief Subsections V.A, V.B, and V.C of the Consent Decree 

that pertain to the Trainer Refinery;
9

b. Demonstrated compliance with the carbon monoxide (“CO”) limits and 

monitoring requirements for the FCC, in compliance with the provisions 

in Affirmative Relief Subsection V.D of the Consent Decree that pertain to 

the Trainer Refinery;

c. Demonstrated compliance with the opacity limits and the monitoring 

requirements for the FCC Unit Catalyst Regenerators in compliance with 

the provisions in Affirmative Relief Subsection V.E. of the Consent 

Decree that pertain to the Trainer Refinery; 

d. Installed “Qualifying Controls” (as that term is defined in Paragraph 94 of 

the Consent Decree) on certain heaters and boilers at the Trainer Refinery 

by permanently shutting down Boilers Numbered 6 and 7 and the FCC 

Unit Feed Heater to realize a 917.2 ton per year reduction in NOx 

emissions which will be applied to Phillip 66’s corporate commitment 

under Paragraph 95;

e. Accepted 40 C.F.R. Part 60, Subpart J New Source Performance Standards 

for its FCC, its sulfur recovery unit and associated tail gas treating unit, 

and its Old Yard and Acid Gas Flares; 

f. Until the refinery was temporarily idled in September 2011, materially and 

substantially complied with all provisions in the Consent Decree, except 

for those being transferred to Monroe for completion pursuant to this 

Fourth Amendment; 

g. Prior to September 2011, applied for and received permits incorporating 

the surviving emission limits and standards established under Section V of 

the Consent Decree (a table of the emission limits and standards 

established under the Consent Decree prior to September 2011 is attached 

hereto as Exhibit 1);

h. Operated each unit specified above for at least one year in material and 

substantial compliance with the emission limits reported in Exhibit 1;

i. Paid the civil penalty with respect to all Covered Refineries and the 

stipulated penalties with respect to the Trainer Refinery; and

j. Completed the Supplemental/Beneficial Environmental Projects in 

Section VIII that relate to the Trainer Refinery.
10

04. The permitted limits and standards set forth in Exhibit 1 to this Order shall 

survive the termination of the Consent Decree as to the Trainer Refinery. Monroe Energy shall 

operate in accordance with these permitted limits.

05. With respect to the Trainer Refinery, Paragraph 143 of the Consent Decree is 

hereby amended as follows: Monroe Energy shall have until eight (8) months after the restart of 

the Trainer Refinery (following an anticipated turnaround in 2012) to certify compliance with 

one or more of the compliance methods found in Paragraph 139 of the Consent Decree and 

accept NSPS applicability at the Main Yard and SWS Flares at the Trainer Refinery.

06. With respect to the Trainer Refinery, Paragraph 95 of the Consent Decree is 

hereby amended to require Monroe Energy to secure part of Phillips 66’s NOx reductions as 

follows: Monroe Energy shall secure and demonstrate 278 TPY of NOx reductions from heaters 

and boilers at the Trainer Refinery (which shall be in addition to the 917.2 tons of NOx 

reductions previously realized by Phillips 66 at the Trainer Refinery). Monroe Energy shall have 

until twelve (12) months after the restart of the Trainer Refinery (following an anticipated 2012 

turnaround) to install Qualifying Controls on the heaters and boilers at the Trainer Refinery to 

fulfill Monroe Energy’s obligation to achieve a reduction of 278 TPY of NOx emissions.

07. Paragraph 95 of the Consent Decree is hereby amended to require Phillips 66 to 

demonstrate and certify, in accordance with the requirements of Paragraph 95, a total of 3,755.8 

TPY of NOx reductions from the heaters and boilers at all Covered Refineries except for the 

Trainer Refinery.

08. Monroe Energy shall send a notification to the United States and Pennsylvania 

that identifies the date that it restarts the Trainer Refinery (after the turnaround, which is 

anticipated in 2012).
11

09. Monroe Energy shall not be responsible for payment of any portion of the civil 

penalty provided for in Part X of the Consent Decree, which civil penalty already has been paid 

in full. Further, Monroe Energy shall not be responsible for payment of any portion of the 

stipulated penalty required pursuant to Paragraph 288B of the Third Amendment of the Consent 

Decree, which also has been paid in full.

010. Monroe Energy shall be responsible for the payment of stipulated penalties, if 

any, that may accrue during its ownership or operation of the Trainer Refinery.

011. All Section V obligations relating to the Trainer Refinery have been satisfied 

except for those set forth in Paragraphs 01, 05, and 06.

012. Other than the limitations set forth in Paragraphs 01, 03, and 09 (with respect to 

Sections V and X of the Consent Decree and Paragraph 288B of the Third Amendment), Monroe 

Energy shall be substituted for Phillips 66 as the Defendant, with respect to the Trainer Refinery 

only, for all other provisions of the Consent Decree, including all rights, liabilities, and 

obligations.

013. For purposes of Notification under Paragraph 433 of the Consent Decree, the 

Trainer Refinery and Monroe Energy shall be notified as follows:

Mr. Jeffrey Warmann

Manager

Trainer Refinery

4101 Post Road

Trainer, PA 19061

Ms. Christine Boucher

Shared Services Counsel

Delta Air Lines, Inc.

P.O. Box 20574

Atlanta, Georgia 30320-2574

Phone: 404 715-9921

Fax: 404 715-2233

Email: Christine.Boucher@Delta.com
12

014. As to the Trainer Refinery only, the Consent Decree is terminated as to 

Phillips 66 and Phillips 66 no longer is liable to the United States and/or Pennsylvania for any 

obligations that apply to the Trainer Refinery.

Dated this _______ day of ___________, 2012. 

_______________________________

UNITED STATES DISTRICT JUDGE
13

Fourth Amendment to Consent Decree in the matter of United States, et al. v. Phillips 66 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

FOR THE UNITED STATES OF AMERICA

IGNACIA S. MORENO

/s/ Ignacia S. Moreno 

Assistant Attorney General

Environment and Natural Resources 

Division

U.S. Department of Justice

Washington, D.C. 20530

ANNETTE M. LANG

/s/ Annette M. Lang

Trial Attorney

Environmental Enforcement Section

Environment and Natural Resources 

Division

U.S. Department of Justice

P.O. Box 7611 

Ben Franklin Station

Washington, D.C. 20044-7611

Telephone: (202) 514-4213

Facsimile: (202) 616-6584

annette.lang@usdoj.gov
14

Fourth Amendment to Consent Decree in the matter of United States, et al. v. Phillips 66 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

KENNETH MAGIDSON

UNITED STATES ATTORNEY

SOUTHERN DISTRICT OF TEXAS

By: /s/ Keith Edward Wyatt

KEITH EDWARD WYATT

Assistant United States Attorney

Texas Bar No. 22092900

Fed. Bar No. 3480

P.O. Box 61129

Houston, TX 77208

Telephone: (713) 567-9713

Facsimile: (713) 718-3303

keith.wyatt@usdoj.gov
Fourth Amendment to Consent Decree in the matter of United States, et al. v. Phillips 66 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

FOR THE ENVIRONMENTAL PROTECTION AGENCY

/s/ Pamela J. Mazakas ***

PAMELA J. MAZAKAS

Acting Director

Office of Civil Enforcement

Office of Enforcement and Compliance Assurance

United States Environmental Protection Agency

Ariel Rios Building

1200 Pennsylvania Ave., Mail Code 2201A

Washington, DC 20460

/s/ John Fogarty ***

JOHN FOGARTY

Office of Civil Enforcement

Office of Enforcement and Compliance Assurance

United States Environmental Protection Agency

Ariel Rios Building

1200 Pennsylvania Ave., Mail Code 2201A

Washington, DC 20460

*** Signed with permission.
Fourth Amendment to Consent Decree in the matter of United States, et al. v. Phillips 66 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

FOR CO-PLAINTIFF

COMMONWEALTH OF PENNSYLVANIA

/s/ James Rebarchak ***

JAMES REBARCHAK

Regional Manager, Air Quality

Pennsylvania Department of Environmental

Protection

2 East Main Street

Norristown, PA 19401

(484) 250-5920

*** Signed with permission.
Fourth Amendment to Consent Decree in the matter of United States, et al. v. Phillips 66 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

FOR DEFENDANT

PHILLIPS 66 COMPANY

/s/ Donna H. Carvalho ***

DONNA H. CARVALHO

Regulatory Senior Counsel, Legal

Refining, Projects and Procurement

Phillips 66 Company

McLean 2110

600 N. Dairy Ashford

Houston, Texas 77079

(281) 293-4281

*** Signed with permission.
Fourth Amendment to Consent Decree in the matter of United States, et al. v. ConocoPhillips 

Company, Civil Action No. H-05-0258 (Southern District of Texas).

FOR TRANSFERREE

MONROE ENERGY, LLC

/s/ Eva Fromm O’Brien ***

EVA FROMM O’BRIEN

Fulbright & Jaworski, LLP

1301 McKinney

Houston, TX 77010

Phone: 713 651-5321

Facsimile: 713 651-5246

eobrien@fulbright.com

Counsel for Monroe Energy, LLC

*** Signed with permission.
EXHIBIT 1

Trainer Consent Decree Based Permit Limits

The following permit limits are in the Trainer Refinery’s combined New Source and Title V 

Operating Permit # 23-00003 (last revised on 10-28-11).

FCCU:

FCC NOx - 365-Day Rolling Average NOx Emission = 121.1 ppmvd @ 0% O2

FCC NOx - 7-Day Rolling Average NOx Emission = 155.3 ppmvd @ 0% O2

FCC SO2 - 365-Day Rolling Average SO2 Emission = 25 ppmvd @ 0% O2

FCC SO2 - 7-Day Rolling Average SO2 Emission = 50 ppmvd @ 0% O2

FCC PM - 3-hour Rolling Average PM Emission = 0.5 lb/1000 Pounds of Coke Burned

FCC PM - NSPS J for PM (Opacity)

FCC CO - 1-Hour Average CO Emission = 500 ppmvd @ 0% O2

Heaters and Boilers:

All Heater & Boilers SO2 - NSPS J for combustion device

All Heaters & Boilers Fuel Oil Prohibition - CD requirement included in permits

Operating Permits for the following units were surrendered to create 917.2 tons of NOx 

reductions for the NOx control plan: Boiler 6, Boiler 7, and Old FCC Feed Heater

Sulfur Plant:

Sulfur Plant SO2 - NSPS J

Flares:

Back-up (Old Yard) Flare - NSPS A 

Back-up (Old Yard) Flare SO2 - NSPS J for combustion device

Acid Gas Flare - NSPS A

Acid Gas Flare SO2 - NSPS J for combustion device