J 7 7 1 S

IN TH E UNITE D STATE S DISTRIC T COURT F OR THE DISTRICT OF UTAH

CENTRAL DIVISION

UNITED STATES OF AMERICA , )

Plaintiff , )

25537

v.

SHARON STEEL CORPORATION, U V INDUSTRIES , INC. , U V INDUSTRIES , INC . LIQUIDATIN G TRUST , an d ATLANTI C RICHFIEL D

CO.,

Defendants .

SHARON STEE L CORPORATION ,

a Pennsylvania corporation ,

Third-Part y Plaintiff ,

v.

T HE STAT E OF UTAH; NEWPARK RESOURCES , INC. , a corporation ; PARK CIT Y CONSOLIDATE D MINES , a corporation ; CHIEF CONSOLIDATED MINING COMPANY , a corporation ,

et al.

Third-Part y Defendants .

ADMINISTRATIV E RECORD

Civi l Actio n No . 86-C-924J

UNITED STATES OF AMERICA ,

Plaintiff ,

v.

SHARON STEE L CORPORATION , U V INDUSTRIES , INC. , U V INDUSTRIES , INC . LIQUIDATIN G TRUST , VALLEY MATERIAL S

CORPORATION, LITTLESON , INC. , CENTUR Y TERMINALS , INC. , BLACKHAWK SLA G PRODUCTS, INC. , Defendants .

Civi l Actio n No. 89-C-136

^
PARTIAL CONSENT DECREE

9

Thi s Partia l Consent Decree ("Decree") is made and

entered into by and among the Plaintiff , United State s of

America (hereinafter "United States" or "Plaintiff") , o n behal f

of the United State s Environmental Protectio n Agency ("EPA") ,

t he Defendan t Sharo n Stee l Corporation , by and through its

Truste e (as hereinafter defined ) an d the Stat e of Utah (as

hereinafter defined) , pursuan t to the applicabl e provision s of

t he Comprehensive Environmental Response, Compensatio n and

Liabilit y Act of 1980, 42 U.S.C . § 9101 et seq., as amended by

t he Superfun d Amendment s and Reauthorizatio n Act of 1986, Pub.

L. No. 99-499, 100 Stat . 1613 (1986 ) ("CERCLA") .

WHEREAS, the United States , o n behal f of the

Administrato r of EPA, file d complaint s i n the above captioned

actions pursuant to Section s 104, 106 and 107 of CERCLA, 42

U.S.C . §§ 9604, 9606 an d 9607, for injunctive relie f to addres s

imminent and substantial endangerments to publi c health, publi c

welfare and the environment at two facilitie s located in

Midvale , Utah , and for reimbursement of costs incurred by the

United State s in response to the release or threatened release

of hazardous substances from these facilities , which have been

named by EPA as the "Sharo n Steel/Midval e Tailing s Site "

("Tailing s Site" ) an d the Midval e Sla g Sit e ("Sla g Site" )

(collectively , the "Sites") ;

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WHEREAS , Sharo n Stee l Corporatio n file d a counterclaim

agains t the United State s an d a third part y complain t agains t

t he Stat e of Utah i n Civi l Actio n No. 86-C-924J ;

WHEREAS , the Tailing s Sit e an d the Sla g Sit e both have

been nominated for inclusion , pursuan t to Sectio n 105 of CERCLA ,

42 U.S.C . § 9605, o n the Nationa l Prioritie s Lis t ("NPL") ;

WHEREAS, Sharo n Stee l Corporatio n has been since

November 5, 1981 the owner of the Tailing s Sit e and a portio n of

t he Sla g Sit e of approximatel y eleven acres, each of which is a

"facility, " as defined in Section s 101(9 ) an d 101(20 ) of CERCLA ,

42 U.S.C . §§ 9601(9 ) and 9601(20) , at or fro m which hazardous

substances , as defined in Sectio n 101(14 ) of CERCLA, 42 U.S.C . §

9601(14) , allegedl y have been released;

WHEREAS, Sharo n Stee l Corporatio n i s a person , as

defined i n Sectio n 101(21 ) of CERCLA , 42 U.S.C . § 9601(21) , an d

is subject to liabilit y under Sectio n 107(a ) of CERCLA, 42

U.S.C . § 9607(a) ;

WHEREAS, the United State s allege s that hazardous

substances fro m the Site s have been, are currentl y being and

have the continued potential to be released, as defined in

Sectio n 101(22 ) of CERCLA , 42 U.S.C . § 9601(22) , into the

environment through, inter alia, ground water flow , surfac e

water flow , direct depositio n into soil s an d wind dispersio n

into the air;

WHEREAS, EPA has responded and wil l continue to respond

to the release and threatened releases of hazardous substances

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at the Site s and thereby has incurred and wil l continue to incur

response costs withi n the meaning of Section s 101(25 ) an d 107(a )

of CERCLA, 42 U.S.C . § § 9601(25 ) an d 9607(a) ;

WHEREAS, the United State s allege s that Sharo n Stee l

Corporatio n i s a responsibl e part y pursuan t to Sectio n 107(a ) of

CERCLA, 42 U.S.C . § 9607(3) , an d thereby liabl e under Section s

1 06 and 107 of CERCLA , 42 U.S.C . §§ 9606 and 9607, for releases

of hazardous substances at or from the Site s into the surfac e

water, ground water, land surface / subsurfac e strata and the

ambient air in the vicinit y of the Sites ;

WHEREAS, Sharo n Stee l Corporatio n agrees to undertake

a ll activitie s and complet e all action s required by thi s Decree;

WHEREAS , Sharo n Stee l Corporatio n filed , o n Apri l 17,

1987, a voluntar y petitio n for relie f under Chapter 11 of the

Federa l Bankruptc y Code i n the United State s Bankruptc y Court

f or the Wester n Distric t of Pennsylvania, Erie Division , which

h as been assigned Case No. 87-00207E ("Bankruptc y Proceeding") ;

WHEREAS, Sharo n Stee l Corporatio n desires to settl e the

claims made agains t it by the United States ;

WHEREAS, in consideratio n of, and in exchange for , the

promises and covenants herein, and intendin g to be legall y bound

hereby, Sharo n Stee l Corporation , the United State s an d the

State , by their authorized representatives , have agreed to entry

of this Decree;

WHEREAS, settlemen t of these matters governed by thi s

Decree is in the publi c interes t and an appropriat e means of

resolvin g these matters;
THEREFORE, without adjudicatio n of an y issue of law or

fac t and upon the consent of the partie s hereto, it is hereby

ORDERED, ADJUDGED AND DECREED, as follows :

I .

DEFINITION S

In thi s Decree, the followin g terms shal l have the

followin g meanings:

A. "Actions" means Civi l Actio n Nos . 86-C-924J and

89-C-136, presentl y pendin g in thi s Court .

B. "Bankruptcy Code" means Titl e 11 of the United

State s Code as now in effec t or hereafter amended.

C. "Bankruptc y Court" means the United State s .

Bankruptcy Court for the Wester n Distric t of Pennsylvania, Erie

Division , or any other court having jurisdictio n over the

Bankruptcy Proceeding.

D. "Cash" means United State s dollar s in immediatel y

available funds .

E. "Court" means the United State s Distric t Court for

t he Distric t of Utah, Central Division .

F . "Future Liability " means liabilit y arisin g fro m

t he Tailing s Sit e or the Sla g Sit e afte r the United State s has

certified that all Remedial Action(s ) have been completed at

that Site .

G. "Tailing s Site" means the former mil l site

(includin g tailing s an d mil l buildings) , an d soil s an d ground

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water beneath and down gradien t of the mil l site as wel l as the

impacted area adjacen t to and in the vicinit y of the mil l

site.

l

H. "Sla g Site" means the former smeltin g an d refiner y

site (includin g smeltin g an d refinin g waste piles / buildings an d

other structures ) includin g the Silver Refiner y Area, an d soil s

a nd ground water beneath and down gradien t of the smeltin g and

refiner y site as well as the impacted areas adjacen t to and in

t he vicinit y of the smeltin g and refiner y site.

2

I. "Non-Settlin g Defendants" means UV Industries ,

Inc . ("UV") , U V Industries , Inc . Liquidatin g Trus t ("UV Trust") , Atlanti c Richfield Co. , Valle y Material s Corporation , Littleson ,

Inc. , Centur y Terminals , Inc . an d Blackhaw k Sla g Products , Inc .

J . "Non-Settlin g Third Part y Defendants" means

Newpark Resources, Inc. , Park Cit y Consolidated Mines an d Chie f

Consolidated Minin g Company . K. "Person" means a n individual , firm , corporation ,

association , partnership, consortium, join t venture, commercial

entity , United States , the State , municipality , commission,

political subdivisio n of a state or any interstate body.

'The vertical an d lateral extent o f the Tailing s Sit e

a nd the impacted area of the Tailing s Sit e wil l be determined in

o ne or more Records of Decision for the Tailing s Site , to be

issued in the future .

2T he vertical an d lateral extent of the Sla g Sit e an d

t he impacted area of the Sla g Sit e wil l be determined in one or

more Records of Decision or Actio n Memoranda for the Sla g Site ,

to be issued in the future .

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L. "Proof of Claim" , dependin g on the context , means

either the proo f of claim (Clai m No. 1197 ) file d b y the United

State s on behal f of EPA in the Bankruptc y Proceedin g covering,

infer alia, alleged pre-petitio n an d post-petitio n Response

Cost s at the Tailing s Sit e an d the Sla g Site , or the proo f of

claim (Clai m No. 1306) , as amended, file d b y the State . M. "Quantum Fun d Pla n of Reorganization " means the

Pla n of Reorganizatio n file d b y Quantum Fund , N.V. an d the

Castl e Harla n Group on or about March 16, 1990, or as thereafte r

amended.

N. "Remedial Action " shal l have the meaning set fort h

in Section-101(24 ) of CERCLA, 42 U.S.C . § 9601(24 ) on October

17, 1986.

O. "Response" shal l have the meaning set fort h in

Section s 101(23 ) an d (25 ) of CERCLA , 42 U.S.C . § § 9601(23 ) an d

(25 ) on October 17, 1986.

P. "Response Costs" means any costs which the United

State s has sought or could seek in the Actions .

Q. "Sharon " means:

1. Sharo n Stee l Corporation , a Pennsylvania

corporation , as debtor and as debtor in possession , and

i t s present an d former Trustees , officers , directors ,

employees , agents and any trustee appointed or elected

under any Chapter 7 proceeding; /

2. Any Person succeeding, pursuan t to a

confirmed pla n of reorganization , to any or all of

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Sharo n Stee l Corporation' s obligation s under thi s

Decree relatin g to the Sites , excludin g the other named

defendant s in the Actions;

3. Any Person which comes to own or operate any

or al l of the Tailing s Sit e or the Silve r Refiner y

Area, excludin g the other named defendant s in the

Actions; and

4. An y affiliat e of Sharo n Stee l Corporation , as

such term is defined in the Bankruptcy Code.

R. "Sharo n Stee l Corporation " means Sharo n Stee l

Corporatio n as debtor, debtor-in-possessio n or in a reorganized

form as a result of the Bankruptcy Proceeding.

S. "State" means the Stat e of Utah an d it s agencies.

I I . HISTOR Y O F TH E SITE S AN D TH E BANKRUPTC Y PROCEEDIN G

A. The Tailing s Sit e

T he Tailing s Sit e i s located approximatel y twelve miles

southwest of Sal t Lake City , Utah. It covers approximatel y 260

acres and contains an estimated fourtee n millio n tons of

tailings generated from millin g operation s an d processin g

conducted on the Tailing s Sit e between 1900 and 1971. The

tailings from the operation s remain in the form of piles , ponds

a nd impoundments , which measure up to fort y or fift y fee t in

height and allegedl y contain elevated level s of such hazardous

substances as arsenic, cadmium, chromium, lead and zinc.

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Pursuant to an agreement dated November 26, 1979,

Sharo n Stee l Corporatio n agreed to purchase fro m UV all of its

assets , includin g the approximatel y 260 acres of propert y which

a re part of the Tailing s Site . A metes and bounds descriptio n

of this propert y is attached hereto as Exhibi t "A." Sharo n

Steel Corporatio n obtained titl e to the Tailing s Sit e pursuant

to a deed dated November 5, 1981. Although Sharo n Stee l

Corporatio n continues to own the Tailing s Site , it contends that

it has never conducted any millin g operation s thereon.

On October 10, 1984, EPA proposed that the Tailing s

Sit e be placed on the NPL as a result of EPA' s findin g that

hazardous substances were being released or that there was a

threat of a release of hazardous substances into the environment

fro m the Tailing s Site .

On Augus t 25, 1985, EPA, pursuan t to Sectio n 104 of

CERCLA, 42 U.S.C . § 9604, notified Sharo n Stee l Corporatio n that

i t had determined that Sharo n Stee l Corporatio n was potentiall y

responsible for cleanin g up the Tailing s Site .

On October 10, 1986, the United State s file d a

complain t with respect to the Tailing s Sit e with the Court

against Sharo n Stee l Corporatio n an d other potentiall y

responsible parties,

3

 in which the United State s has contended

3 United State s v. Sharo n Stee l Corporation , et al. , C.A . No . 86-C-924J (D . Utah) .

-9-
that Sharo n Stee l Corporatio n is an owner and operator of the

Tailing s Site , as those terms are defined in CERCLA . Amended

complaint s subsequentl y have been filed .

Answers to the United States complain t an d amended

complaints , as well as counterclaims and cross claims , have been

file d b y certai n defendants , includin g Sharo n Stee l Corporation .

A Third Part y Complain t has been file d by Sharo n Stee l

Corporatio n in which the Stat e has been named as one of the

Third Part y Defendants . The initial phases of the trial of thi s

matter are now scheduled to begin on October 8, 1990.

B. The Sla g Sit e

T he Sla g Sit e i s located to the north of the Tailing s

Sit e and is comprised of approximatel y 319 acres formerl y owned

by UV. The area was used for smeltin g operation s and for the

disposal of slag and other waste product s of ore smeltin g

operations . The United State s Smelting , Refining , an d Minin g

Company ("USSRM" ) originall y purchased the Sla g Sit e i n 1906.

USSRM and its successor, UV, operated a metal smelter which,

until 1958, refined tons of copper, gold, lead an d silver.

Waste s from this smelter were disposed of on the Sla g Site .

Pursuant to an agreement dated November 26, 1979,

Sharo n Stee l Corporatio n agreed to purchase fro m UV al l of it s

assets, includin g approximatel y eleven acres of propert y withi n

t he southeast corner of the Sla g Site , on which were located

various structures ("Silve r Refiner y Area") . Sharo n Stee l

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Corporatio n obtained titl e to the Silve r Refiner y Area pursuan t

to a deed dated November 5, 1981. A metes and bounds

descriptio n of the Silve r Refiner y Area i s attached as Exhibi t

"B." Sharo n Stee l Corporatio n contends that it has never

operated the silver refiner y or conducted any other operation s

on the Silve r Refiner y Area and that it was not responsibl e for

depositin g the smeltin g and refinin g wastes anywhere on the

Sites .

On Februar y 10, 1989, the United State s file d a

complain t with respect to the Sla g Sit e with the Court agains t

Sharon Stee l Corporatio n and. other potentiall y responsible

parties,

4

 in which the United State s contended that Sharo n

Stee l Corporatio n was and is presentl y an owner and operator, as

those terms are defined in CERCLA, of the Silve r Refiner y Area.

By agreement with the United States , no response to the

United States complain t has been file d b y Sharo n Stee l

Corporation .

C. The Bankruptc y Proceedin g

As stated above, Sharo n Stee l Corporatio n has sought

protectio n from its creditors under Chapter 11 of the Bankruptcy

Code. On Januar y 11, 1988, the Bankruptcy Court entered an

order directin g the appointmen t of a trustee for Sharo n Stee l

Corporatio n ("Trustee") . On Januar y 15, 1988, the Bankruptcy

4United State s v. Sharo n Stee l Corporation , et al. ,

C.A . No . 89-C-136 (D . Utah) .

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Court approved the selectio n b y the United State s Trustee' s

Offic e of Jame s W. Tore n as the Trustee . On November 7, 1988,

M r. Tore n announced his intentio n to resign as Trustee . On

Januar y 26, 1989, Frankli n E . Agnew III was appointed Trustee ,

replacin g Mr. Toren .

On or about September 30, 1988, the United State s

filed , o n behal f of EPA , a Proof of Clai m i n the Bankruptc y

Proceeding. The Proo f of Claim covers, inter alia , alleged

pre-petitio n an d post-petitio n Response Cost s at the Tailing s

Sit e an d the Sla g Sit e (Credito r No . 23538, Clai m No . 1197) .

T he United State s assert s i n the Proof of Clai m that the

pre-petitio n Response Cost s are general unsecured claims and

that the post-petitio n Response Cost s are administrative

priorit y claims .

Sharo n Stee l Corporatio n dispute s the United States

contention that any of the Response Cost s are post-petitio n

claims or, i f they are, that they constitut e administrative

priorit y claims . Sharo n Stee l Corporatio n contends that the

United State s has unliquidated, contingen t claims with respect

to both the Tailing s Sit e an d the Sla g Site , an d that such

claims are dischargeabl e through it s Bankruptc y Proceeding.

Prior to Apri l 17, 1987, EPA had incurred Response

Cost s at both the Tailing s Sit e an d the Sla g Site . Sharo n Stee l

Corporatio n an d the United State s recognize that substantial

Response Cost s wil l or may be incurred in the future in

connection with each of the Sites , but the ultimat e nature,

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scope and cost thereof at each of the Site s is presentl y

unliquidated, unknown and noncalculable.

On or about September 30, 1988, the Stat e file d a Proof

of Clai m (Credito r No. 15991, .Claim No. 1306 ) i n the Bankruptcy

Proceedin g assertin g that it was entitled to an unliquidated

amount for contributio n and indemnit y at the "Midval e Site" in

Midvale , Utah. The Stat e characterized it s claim as being a

general unsecured claim. Sharo n Stee l Corporatio n dispute s the

State' s claim an d contends that the State' s claim i s

dischargeable through the Bankruptcy Proceeding.

Sharo n Stee l Corporation , by and through it Trustee , is

in the process of developin g a Pla n of Reorganization , but has

asserted that in order to confir m such a pla n and demonstrate

i t s feasibility , Sharo n Stee l Corporatio n must resolve the

dispute s with the United State s an d the Stat e respectin g the

Tailing s Sit e an d the Sla g Site . Notwithstandin g the uncertainties and unknowns briefl y

described in the precedin g paragraphs , the United States , the

Stat e an d Sharon Steel Corporatio n (includin g it s Trustee )

desire to compromise an d settl e their dispute s over Sharo n Stee l

Corporation' s potential liabilit y for an y an d al l costs ,

liabilitie s and damages arisin g out of or relatin g to the Site s

a nd thereby avoid the risks , delays , costs and expenses inherent

in litigatio n with respect to determinin g the extent, validit y

a n d enforceabilit y of the United States an d the States claims

as to each of the Sites .

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III . JURISDICTIO N

Thi s Court has jurisdictio n over the subjec t matter

herein, and over the partie s consentin g hereto, pursuan t to

Section s 104, 106, 107 and 113 of CERCLA , 42 U.S.C . §§ 9604,

9606, 9607 and 9613, and 28 U.S.C . §§ 1331 and 1345, and the

Stipulatio n an d Order of the Bankruptc y Court dated Augus t 19,

1987, a copy of which is annexed hereto as Exhibi t "C."

I V .

PARTIES BOUND

Thi s Decree applie s to and is bindin g upon Sharon , the

Stat e an d the United State s o n behal f of EPA . Sharo n Stee l

Corporation , by its Trustee , and the Stat e do not contest and

agree not to contest the jurisdictio n of the United State s to

maintai n the Actions .

V .

PAYMEN T T O TH E UNITED STATES

I n ful l an d complet e satisfactio n o f al l o f Sharon' s

liabilities , duties and responsibilitie s arisin g out of or

relatin g to the Action s and the Site s (except as limited by

Paragraphs VIII.B. an d C. hereof) , an d in consideratio n of the

Covenant not to Sue set fort h i n Sectio n VIII. hereof , the

United State s shal l receive the followin g consideration:

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A. In the event that an Order is entered and becomes

fina l (unles s finalit y as a conditio n is waived by the Castl e

Harla n Group an d Quantum Fun d N.V. ) confirmin g the Quantum Fun d

Pla n of Reorganizatio n in the Bankruptc y Proceedin g on or before

November 29, 1990, Sharo n Stee l Corporatio n shal l pay to the

United States , on the firs t date distribution s are authorized to

be made by the Bankruptc y Court pursuant to thi s Decree and such

Plan , the sum of $22 millio n in Cash.

B. In the event that an Order is not entered or does

n ot become final confirmin g the Quantum Fun d Pla n of Reorganization on or before November 29, 1990, the Truste e shal l give

notice to the United State s on or befor e November 30, 1990 as to

whether Sharo n Stee l Corporatio n wil l provide to the United

State s the consideratio n specified i n Paragrap h V.B.I , or

Paragraph V.B.2 . hereof as follows :

1. (a) Sharo n Stee l Corporatio n shal l pa y to

t he United States , as an allowed administrative

priorit y claim pursuan t to Section s 503(b ) an d

507(a)(l ) of the Bankruptcy Code, the sum of $3 millio n

in Cash on November 30, 1990,

( b) Sharon.Stee l Corporatio n shal l pa y to

t he United States , as an allowed administrative

priorit y claim pursuan t to Section s 503(b ) an d 507(a)(l )

of the Bankruptcy Code, the sum of $9 millio n as follows: 5

5 T h e payments specified i n Paragraph V.B.l.(b ) hereof

shal l be evidenced by a series of notes, substantiall y in the

for m annexed hereto as Exhibi t "D" ("Notes") .

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( i) $1 millio n on December 1, 1991;

(ii ) $2 millio n on December 1, 1992;

(iii ) $2 millio n on December 1, 1993;

(iv ) $2 millio n on December 1, 1994; and

( v) $2 millio n on December 1, 1995; and

( c) the United State s shal l be allowed a

general unsecured claim in the Bankruptcy Proceeding in

t he aggregat e amount of $70 million . At any time, the

United State s reserves the right to the extent

permitted by law to transfe r any or all of the Note s

and to transfer all or a portio n of the $70 millio n

general unsecured claim referred to herein. The

allowed claim of the United States , regardles s of the

holder, shal l be treated as a general unsecured claim

in the Bankruptcy Proceedin g with all attendan t right s

provided by the Bankruptc y Code and other applicabl e

law and shal l not be subordinated pursuan t to any

provisio n of the Bankruptc y Code or other applicabl e

l aw that authorizes or provides for equitable subordinatio n of allowed claims , including, without limitation , Bankruptc y Code §§ 105, 510 and 726<a)(4) ; or

2. (a ) Sharo n Stee l Corporatio n shal l pa y to

t he United States , as an allowed administrative

priorit y claim pursuan t to Section s 503(b ) an d

507(a)(l ) of the Bankruptcy Code, the sum of

$22 millio n in Cash on or before Februar y 28, 1991

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(plu s interest thereon as calculated pursuan t to

Paragrap h V.F . hereof fro m November 30, 1990 ) i f a n

Order is entered and becomes fina l (unles s finalit y as

a conditio n is waived by Sharo n Stee l Corporation )

confirmin g a Pla n of Reorganizatio n on or before

Februar y 28, 1991;

( b) If the Truste e gives notice to provide

t he consideratio n specified i n Paragraph V.B.2. hereof

a nd the $22 millio n payment specified in Paragrap h

V.B.2.(a ) hereof is not made to the United State s on or

before Februar y 28, 1991, then

( i) Sharo n Stee l Corporatio n shal l pa y

to the United States , as an allowed

administrative priorit y claim

pursuan t to Section s 503(b ) an d

507(a)(l ) of the Bankruptcy Code,

t he sum of $3 millio n (plu s

interest thereon as calculated

pursuan t to Paragraph V.F . hereof

fro m December 1, 1990) in Cash on

or before March 10, 1991;

(ii ) Sharo n Stee l Corporatio n shal l pa y

to the United States , as an allowed

administrative priorit y claim

pursuant to Section s 503(b ) and

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507(a)(l ) of the Bankruptc y Code,

t he sum of $9 millio n as follows: 6

( v) $1 millio n on December 1, 1991;

( w) $2 millio n on December 1, 1992;

( x) $2 millio n on December 1, 1993;

( y) $2 millio n on December 1, 1994;

( z) $2 millio n on December 1, 1995;

and

(iii ) the United State s shal l be allowed

t he general unsecured claim

specified i n Paragrap h V.B.l.(c )

hereof pursuan t to the terms and

condition s set forth therein.

< c) If the Truste e gives notice that he wil l

provide the consideratio n specified i n Paragraph V.B.2 .

hereof , he simultaneousl y shal l deliver to the Clerk of

Bankruptc y Court the Notes , Mortgage (as hereinafte r

defined ) an d the titl e insurance polic y specifie d i n

Paragraph V.I.I , hereof i n full y executed form. I f the

$ 22 millio n specified i n Paragraph V.B.2.(a ) hereof has

n ot been paid , the Notes , Mortgage an d the titl e

insurance polic y specified i n Paragraph V.I.I , hereof

shal l be delivered to the United State s on or afte r

6 T he payments specified i n Paragraph V.B.2.(b)(ii )

hereof shal l be evidenced by the Notes .

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March 1, 1991 upon demand therefo r by the United

State s with notice to Sharo n Stee l Corporation .

C. In the event the Truste e fail s to give the notice

to the United State s specified in Paragraph V.B . above, on or

befor e December 10, 1990, the United State s may give notice to

t he Truste e on or before December 20, 1990, which notice shal l

require Sharo n Stee l Corporatio n to provide the consideratio n

specified i n Paragraph V.B.I , hereof .

D. In the event that Sharo n Stee l Corporatio n fail s

to timel y make any payment required to be made pursuant to

Paragraph V.A . or V.B . hereof , then the United State s may give

notice of such failur e to Sharo n Stee l Corporation , an d Sharo n

Stee l Corporatio n shal l have sixt y (60 ) days fro m receipt of

such notice to make the payment. In the event that Sharo n Stee l

Corporatio n fail s to make the payment plus interes t thereon as

calculated pursuan t to Paragrap h V.F . hereof fro m the due date

to the payment date withi n such sixt y (60 ) day period, then all

amounts due or to become due pursuant to Paragraph V.A . or V.B .

hereof , as the case may be, shal l become due and payabl e

immediately , without necessit y of any further act by the United

State s (hereinafter .referred to as the "Acceleratio n Date") .

E. From an d afte r the Acceleratio n Date , Sharo n Stee l

Corporatio n shal l pay interest on the entire unpaid amount

specified in Paragraph V.A . or V.B . hereof , as the case may be,

at a rate equal to the Prime Rate of United State s money center

commercial banks as reported i n The Wal l Stree t Journal plus

-19-
3 1/2% per annum, commencing on the Acceleratio n Date and

continuin g unti l the amounts due pursuant to Paragraph V.E .

hereof are paid in full , and additionall y shal l pay to the

United State s it s reasonable costs (includin g attorneys fees )

incurred in collectio n thereof .

F . I n the event that Sharo n Stee l Corporatio n fail s

to timel y pay to the United State s any sum required to be paid

pursuant to Paragraph V.A . or V.B . hereof and has received

notice fro m the United State s instructin g it to make such

payment within sixty (60 ) days , then durin g such sixt y (60 ) da y

period interest shal l accrue on the outstandin g principal

balance, at a rate equal to the coupon issue yield equivalent

( as determined by the Secretar y of the Treasury ) of the accepted

auction price for the las t auction of 52 week United State s

Treasur y Bill s settled immediatel y prior to the date when

interest begins to accrue. Interes t shal l be computed dail y to

t he date of payment and shal l be compounded annually .

1. If the $22 millio n payment set fort h in

Paragraph V.A . hereof is required to be made and is not

made on or before November 29, 1990, interest shal l

accrue daily , beginning November 29, 1990;

2. If the $3 millio n payment set fort h in

Paragraph V.B.I.(a ) hereof is required to be made and

is not made on or before November 30, 1990, interes t

shal l accrue daily , beginnin g November 30, 1990;

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3. If the $1 millio n payment set fort h in

Paragrap h V.B.l.(b)(i ) o r Paragrap h V.B.2.(b)(ii)(v )

hereof is required to be made and is not made on or

befor e December 1, 1991, interes t shal l accrue daily ,

beginnin g December 1, 1991;

4. If the $2 millio n payment set fort h in

Paragraph V.B.I.(b)(ii ) o r Paragraph V.B.2.(b)(ii)(w )

hereof is required to be made and is not made on or

before December 1, 1992, interes t shal l accrue daily ,

beginning December 1, 1992;

5. If the $2 millio n payment set forth in

Paragraph V.B.1.(b)(iii ) o r Paragraph V.B.2.(b)(ii)(x )

hereof is required to be made and is not made on or

before December 1, 1993, interest shal l accrue daily ,

beginnin g December 1, 1993;

6. If the $2 millio n payment set fort h in

Paragrap h V.B.1.(b)(iv ) o r Paragrap h V.B.2.(b)(ii)(y )

hereof is required to be made and is not made on or

before December 1, 1994, interest shal l accrue daily ,

beginning December 1, 1994;

7. If the $2 millio n payment set fort h in

Paragraph V.B.l.(b)(v ) o r Paragraph V.B.2.(b)(ii)(z )

hereof is required to be made and is not made on or

before December 1, 1995, interes t shal l accrue daily ,

beginning December 1, 1995; and

8. If the $22 millio n payment plus interes t set

forth in Paragraph V.B.2.(a ) hereof is required to be

-21-
made and is not made on or before Februar y 28, 1991,

interes t shal l accrue daily , beginnin g Februar y 28,

1991.

G. In the event that the Bankruptc y Proceedin g is

converted into a case under Chapter 7 of the Bankruptc y Code at

a time when the United State s is owed any money (except pursuant

to a general unsecured claim ) pursuant to Sectio n V. hereof:

1. The ful l unpaid amounts specified in

Paragraph V.B.I , hereof shal l be deemed to be an

allowed administrative priorit y claim pursuant to

Section s 503(b ) an d 507(a)(l ) of the Bankruptc y Code;

2. The United State s shal l have the right to:

( a) retain it s $70 millio n general unsecured claim, as

specified i n Paragraph V.B.l.(c) . hereof; or (b ) give

notice to the Chapter 7 trustee withi n ninety (90 ) days

of the conversion:

( i) that it does not agree to have its

general unsecured claims fixed at $70 millio n as

specified i n Paragraph V.B.l.(c ) hereof; an d

(ii ) of the amount of its general unsecured

. claim then claimed.

3. In the event that the United State s exercises

i t s right pursuan t to Paragrap h V.G.2.(b ) hereof,.an y

part y in interest may object to the amount of the

United States general unsecured claim on any basis

other than the timelines s of the filin g thereof . In

determinin g the amount of any general unsecured claim

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to which the United State s may be entitled , the

Bankruptc y Court shal l consider any amounts paid

pursuan t to thi s Decree.

H. All payments made pursuant to this Decree shal l be

delivered by certified check(s ) to "Hazardous Substanc e

Superfund. " The checks shal l reference the name Sharo n Stee l

Corporatio n and the Sites , and shal l be sent by certified mail ,

return receipt requested, to the followin g address:

Mello n Bank E PA Region VII I Attn : Superfun d Accountin g P.O. Box 360859M Pittsburgh, Pennsylvania 15251

Sharo n Stee l Corporatio n shal l simultaneousl y send or

deliver a copy of the check(s ) to the Assistan t Regional Counsel

f or the Sharo n Steel/Midval e Tailing s Site , at:

USEP A Region VII I (8RC )

9 99 18th Street , Suit e 500 Denver, CO 80202-2405

and

Remedial Cost Recovery Coordinator (8HWM-SR)

9 99 18th Street , Suit e 500 Denver, CO 80202-2405

I. In the event the Truste e elect s to provide or is

required to provide compensatio n pursuant to Paragrap h V.B.I , or

Paragraph V.B.2.(b ) hereof , then the followin g shal l apply :

1. In order to secure, at leas t in part , the

$9 millio n in aggregat e payments provided for in

Paragraph V.B.l(b ) an d the Note s specified therein,

Sharo n Stee l Corporatio n shal l cause it s wholl y owned

-23-
subsidiary , Sharo n Buildin g and Land Corporation , to

grant a mortgage to the United States , substantiall y in

t he form annexed hereto as Exhibi t "E" ("Mortgage") ,

a n d to furnish the United State s with a titl e insurance

polic y on the premises covered by the Mortgage (the

cost of which is to be borne by the United States) ,

insuring the Mortgage to be a firs t lien upon said

premises in the amount of $4.5 millio n and subjec t onl y

to such exception s as are reasonably acceptable to the

United States .

2. To the extent that Sharo n Stee l Corporatio n

recovers funds in excess of its costs of defens e

relatin g to the Action s fro m any insurance polic y which

i s the subject matter of (a ) Sharo n Stee l Corporatio n

v. Aetn a Casualt y and Suret y Company , et al. , Civi l

Actio n No. C87-2306, presentl y pendin g i n the Third

Judicial Distric t Court i n an d for Sal t Lake County ,

Stat e o f Utah ("Sharo n I") ; (b ) Sharo n Stee l Corporation v. Aetn a Casualt y and Suret y Company , et al. ,

Civi l Actio n No. C88-4792, presentl y pendin g i n the

Third Judicial Distric t Court i n an d for Sal t Lake

County , Stat e o f Utah ("Sharo n II") ; o r (c ) Sharo n

Stee l Corporatio n v. Nationa l Union Fir e Insuranc e

Compan y of Pittsburgh , PA, e t al. , Civi l Actio n No.

89-0901666-CN, presentl y pendin g i n the Third Judicial

Distric t Court i n an d for Sal t Lake County , Stat e of

Utah ("Sharo n III") , such funds shal l be paid over b y

-24-
Sharo n Stee l Corporatio n to the United State s to

pre-pa y the Note s in the order that they become due and

payable; provided, however, that nothin g contained

herein shal l prevent Sharo n Stee l Corporatio n fro m

assigning, releasin g or relinquishin g any or all of its

right in, to or arisin g out of any or all of the

policie s or proceeds from such policie s as they relate

to the Action s in consideratio n for , inter alia, a

resolutio n in whole or in part of any disput e with any

of it s insurers , UV, UV Trust , the Non-Settlin g

Defendant s or the Non-Settlin g Third Part y Defendants .

V I . T H E STAT E

I n ful l an d complete satisfactio n o f al l o f Sharon' s

liabilities , dutie s and responsibilitie s arisin g out of or

relatin g to the Action s an d the Sites , the Stat e hereby releases

a nd agrees to hold Sharo n harmles s for any claim relatin g to the

Tailing s Sit e or the Sla g Site , including, but not limited to,

a ny claim for Response Cost s incurred by the State , any claim or

costs incurred by the Stat e pursuant to any contract or

cooperative agreement with the United State s pursuant to Sectio n

104(e)(3 ) of CERCLA, an y claim for damage to natural resources

belongin g to, managed by, appertainin g to, or otherwise

controlled by the Stat e or under its trusteeship pursuan t to

Sectio n 107(f)(2 ) of CERCLA, an y claim for contributio n or

-25-
indemnit y contained i n the State' s Proof o f Claim , which shal l

be withdrawn in the Bankruptcy Proceedin g upon thi s Decree

becoming effective , and any other claim existin g at the effectiv e

date of thi s Decree or which thereafte r comes into existence.

VII .

EFFEC T OF SETTLEMENT

A. The compromise and settlemen t contained in thi s

Decree was reached afte r extensive negotiation s among the

parties . Thi s Decree represent s a compromise between the

partie s with respect to Sharo n Stee l Corporation' s liabilit y

arisin g out of or relatin g to the Actions , in light of the

exigencies of the Bankruptcy Proceeding, in which some or all of

Sharo n Stee l Corporation' s existin g asset s an d businesses ma y be

sold and some or all of the net proceeds derived from sales may

be distributed through the Pla n of Reorganizatio n to Sharo n

Stee l Corporation' s creditors , thereby substantiall y reducin g

the amount of funds that might otherwise be availabl e in the

future to pay for Response Costs . Subjec t to the terms an d

condition s of thi s Decree, and upon this Decree becoming fina l

a n d effective : (i ) the complain t agains t Sharo n Stee l

Corporation , the counterclaim asserted by Sharo n Stee l

Corporatio n against the United State s and the third part y claim

asserted b y Sharo n Stee l Corporatio n agains t the Stat e i n Civi l

Actio n No. 86-C-924J shal l be dismissed an d (ii ) the complain t

of the United State s against Sharo n Stee l Corporatio n in Civi l

Actio n No. 89-C-136 shal l be dismissed.

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B. By virtue of its payment of the settlemen t amount

identifie d i n Sectio n V. of thi s Decree, Sharo n Stee l Corporatio n

shal l have resolved Sharon' s liabilit y to the United State s fo r

t he matters covered by the Covenant Not to Sue in Paragrap h

VIII.A. hereof . With regard to claims fo r contributio n against

Sharo n Stee l Corporatio n by the Non-Settlin g Defendant s and

Non-Settlin g Third Part y Defendant s in the Actions , an d an y

other Person entitled to bring a claim agains t Sharo n under

Sectio n 107(a ) of CERCLA relatin g to either or both of the

Sites , the partie s hereto agree, and this Court hereby find s and

concludes, that the statutor y provision s of Sectio n 113(f)(2 ) of

CERCLA, 42 U.S.C . § 9613(f)(2) , shal l govern. If Sharo n Stee l

Corporatio n fail s to make any payment required by thi s Decree

pursuant t o (i ) Paragrap h V.A . hereof , (ii ) Paragrap h V.B.I.(a) ,

V.B.2.(a ) o r V.B.2.(b)(i ) hereof , (iii ) Paragrap h V.E . hereof o r

(iv ) Paragraph V.F . hereof , as the case may be, it shal l lose

t he benefi t of this Paragraph VII.B .

C. Nothin g herein shal l be deemed to affec t Sharon 1s

right s agains t any Non-Settlin g Defendant s or any other Person

other than the United State s or the State .

D. The United State s and the Stat e expressl y reserve

the right to bring actions, or continue to proceed with the

present actions, agains t any Person other than Sharo n who has

n ot resolved its liabilit y to the United State s or the Stat e

respectin g the Tailing s Sit e or the Sla g Site .

E. Sharon Stee l Corporatio n agrees that with respect

to any suit or claim for contributio n brought agains t it for

-27-
matters covered by thi s Decree, it wil l timel y notif y the United

States , i n conformance with Sectio n VIII . hereof of the

institutio n of such suit or claim. It is also agreed that the

United State s shal l be under no obligatio n to assis t Sharo n

Stee l Corporatio n in respondin g to such suit or claim for

contribution .

F. Thi s Decree shal l have n o effec t on an y claims of

t he United State s except those brought by the United State s on

behal f of EPA as they relate to the Sites .

VIII .

COVENANT NOT TO SUE

A. Except as specificall y provided hereafter in

Paragraph VIII.B . an d VIII.C . hereof , the United State s an d the

Stat e hereby covenant not to sue Sharo n as to any matter alleged

in either or both of the Actions , includin g any Futur e Liabilit y

with regard to the Tailing s Sit e or the Sla g Sit e and any

liabilit y which might arise as a result of the redisposal of any

hazardous substances as required by any Response action

conducted at either of the Sites . Thi s Paragraph shal l not be

construed as a Covenant not to Sue any other Person , other than

Sharon . Thi s Covenant not to Sue applie s only to Sharon , the

United State s an d the State . Thi s Covenant not to Sue shal l

take effec t upon payment by or on behal f of Sharo n Stee l

Corporatio n to the United State s of the sum of $22 millio n in

Cash pursuant to Sectio n V.A. hereof or V.B.2(a ) hereof , as the

-28-
case may be, or payment by or on behal f of Sharo n Stee l

Corporatio n of the sum of $3 millio n in Cash and the deliver y of

t h e Note s pursuan t t o Paragrap h V.B.l(a) , Paragrap h V.B.l(b) ,

Paragraph V.B.2(b)(i) , Paragrap h V.B.2(b)(ii ) o r Paragrap h

V.B.2{c ) hereof , as the case may be.

B. Thi s Covenant not to Sue shal l not appl y to the

following :

1. Claims based on criminal liability ;

2. Claim s based on the failur e to compl y with

this Decree;

3. Claim s for damage to natural resources

belongin g to, managed by, held in trust by,

appertainin g to, or otherwise controlled by the United

States ;

4. Claim s agains t Sharo n Stee l Corporatio n

arisin g from an y actions of Sharo n Stee l Corporatio n

afte r the effectiv e date of thi s Decree, with respect

to any of its future activities which exacerbate the

release or threatened release of hazardous substances

at the Sites , or cause furthe r or additional

endangerment to human health or the environment at the

Sites ; or

5. Claim s based upon liabilit y for hazardous

substances removed fro m the Site s on or afte r the

effectiv e date of thi s Decree as provided in Sectio n

XVI. hereof , unless such removal is required or

-29-
authorized by an EPA-issued Record of Decision or an

authorized EPA representative durin g an emergency.

C. Notwithstandin g an y other provision s of thi s

Decree, including, without limitation , Paragrap h VIII.B . hereof ,

t he United State s and the Stat e reserve the right to institut e

proceedings in either of the Action s or in a new action seeking

relie f fro m Sharo n Stee l Corporatio n i n connection with the

Tailing s Sit e or the Sla g Site , but only i f

1. Condition s at the Tailing s Sit e or the Sla g

Sit e which were previousl y unknown to or undetected by

t he United State s are discovered afte r the United

State s has certified that all Remedial Actio n has been

completed at each Sit e and these condition s indicate

that a hazardous substance has been or is being

released into the environment or that there is a

substantial threat of such a release into the

environment; or

2. The United State s determines , based on

informatio n received in whole or in part afte r Remedial

Actio n has been completed, that the Remedial Actio n

taken at the Tailing s Sit e or the Sla g Sit e is not

protective of human health and the environment.

In the event the Stat e institutes proceedings agains t

Sharo n pursuant to thi s Paragraph VIII.C. then, notwithstandin g

a ny other provisio n of this Decree, Sharo n shal l have the right

to assert any claims it had, has or may have in the futur e

agains t the State .

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D. Notwithstandin g any other provisio n in thi s

Decree, thi s Covenant not to Sue shal l not relieve Sharo n Stee l

Corporatio n of it s obligatio n to meet the requirements set fort h

in thi s Decree.

E. Nothin g in this Decree shal l affec t any claim

which the United State s may, subsequent to execution hereof ,

obtain arisin g fro m the claims agains t Sharo n Stee l Corporatio n

b y Non-Settlin g Defendant s or Non-Settlin g Third Part y

Defendants ; provided, however, that the United State s may not

assert any claim for indemnificatio n or contribution agains t

Sharo n with respect to any such claims agains t Sharo n Stee l

Corporatio n b y Non-Settlin g Defendant s or Non-Settlin g Third

Part y Defendants .

F. For an d in consideratio n of the covenants an d

promises made herein, Sharo n Stee l Corporatio n and the Truste e

covenant not to sue or otherwise assert any cause of action ,

claim or demand agains t the United State s or the State ,

including, without limitation , any claims pursuant to Section s

107 and 112 of CERCLA , 42 U.S.C . §§ 9607 and 9612, or any other

provisio n of law, directl y or indirectly , or agains t the

Hazardous Substance Superfun d established by 26 U.S.C . § 9507,

or any other claims agains t the United State s or the Stat e for

expenses related to the Action s and this Decree.

G. Nothin g i n thi s Decree shal l constitute

preauthorizatio n of a CERCLA claim within the meaning of 40

C.F.R . § 300.700(d) .

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I X .

IMPLEMENTATION OF PLAN OF REMEDIA L ACTION

A. Sharo n shal l not be responsibl e for conductin g an y

studies , implementin g any Remedial Actio n or takin g any Response

action with respect to the Tailing s Sit e or the Sla g Site .

B. Sharo n shal l be relieved of any and all

responsibilit y for the control of fugitiv e dust fro m the

Tailing s Site , inspectin g the tailings , reportin g o n the

conditio n of the polymer coatin g and fro m complyin g with the

Administrative Order of the Utah Bureau of Air Qualit y dated

M ay 5, 1988.

C. Sharo n shal l continue to maintai n the existin g

fence {hereinafte r in thi s Paragraph C only , the "Fence" ) and

securit y at the portio n of the Tailing s Sit e it owns as follows :

1. Unti l December 31, 1990, Sharo n shal l

maintai n 24-hour security and shal l inspect for and

repair any damage to the Fence.

2. From Januar y 1, 1991 unti l Remedial Actio n is

initiated by the United State s at the Tailing s Site ,

Sharon shal l inspect the Fence on the followin g

schedule: (a) once a month between October 1 and

March 31 and (b) twice a month between Apri l 1 and

September 30. Sharo n shal l give notice to the United

State s as to the result of each inspectio n within ten

working days of the receipt by Sharo n of the report of

each inspection .

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3. From the time Remedial Actio n is initiated on

t he portio n of the Tailing s Sit e Sharo n owns unti l al l

Remedial Actio n i s complete / the United State s shal l be

solel y responsibl e for inspecting, maintainin g an d

repairin g the Fence and Sharo n shal l have no duties or

responsibilitie s respectin g the Fence.

4. Afte r notice by the United State s to Sharo n

that al l Remedial Actio n at the Tailing s Sit e has been

completed, and, to the extent that any Record of

Decision for the Tailing s Sit e requires an y restrictio n

on access to the portio n of Tailing s Sit e Sharo n owns

which is to be implemented by use of the Fence , Sharo n

shal l resume inspectin g the Fence on the followin g

schedule: (a) once a month between October 1 and

March 31 and (b) twice a month between Apri l 1 and

September 30. Sharo n shal l give notice to the United

State s as to the resul t of each inspectio n withi n ten

working days of the receipt by Sharo n of the report of

each inspection.

5. Before , durin g an d followin g the completio n

of the Remedial Actio n at the Tailing s Site , Sharo n

shal l abide by any restrictio n on the use of the

Tailing s Sit e set fort h in any Record of Decision for

t he Tailing s Site .

6. Afte r December 31, 1990, Sharo n shal l be

relieved of al l responsibilit y for maintainin g the

security at the portio n of Tailing s Sit e it owns and

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maintainin g and repairin g the Fence. Upo n thi s Decree

becoming fina l and effective , Sharo n shal l be relieved

of al l responsibilit y for complyin g with the

Administrative Order of the United State s dated

December 28, 1988 concerning fenc e and berm

constructio n at the Tailing s Site .

D. Sharo n shal l continue to maintain the existin g

fence (hereinafter in this Paragraph D only, the "Fence") at the

Silver Refiner y Area as follows :

1. Unti l December 31, 1990, Sharo n shal l inspect

f or and repair any damage to the Fence.

2. From Januar y 1, 1991 unti l Remedial Actio n is

initiated by the United State s at the Sla g Site , Sharo n

shal l inspect the Fence around the Silve r Refiner y Area

on the followin g schedule: (a) once a month between

October 1 and March 31 and (b) twice a month between

Apri l 1 and September 30. Sharo n shal l give notice to

t he United State s as to the result of each inspectio n

within ten working days of the receipt by Sharo n of the

report of each inspection.

3. Afte r Remedial Actio n is initiated on the

Silver Refiner y Area, the United State s shal l be solel y

responsible for inspecting, maintainin g an d repairin g

the Fence and Sharo n shal l have no duties or

responsibilitie s respectin g the Fence.

4. Sharo n shal l not be required to construct a

fence around the Sla g Sit e or an y portio n of it .

-34-
5. Before , durin g an d followin g the completio n

of Remedial Actio n at the Sla g Site , Sharo n shal l abide

by any restrictio n on the use of the Sla g Sit e set

forth in any Record of Decision.

6. If at any time afte r December 30, 1990, the

United State s decides not to conduct any Remedial

Actio n at the Silve r Refiner y Area, the United State s

shal l so notif y Sharo n and Sharo n shal l be relieved of

t he responsibilit y of complyin g with the provision s of

this Paragraph D.2 from the date of such notice.

E. Afte r December 31, 1990, the United State s shal l

assume responsibilit y for site security of the portio n of the

Tailing s Sit e which Sharo n Stee l Corporatio n currentl y owns an d

t he Silver Refiner y Area; provided, however, that nothin g

contained i n thi s Paragrap h IX.E . or Paragraph IX.C.6 . shal l

modif y Sharon' s duties an d obligation s pursuan t to

Paragraphs IX.C . an d D. hereof .

X .

PRESERVATION OF OTHER CLAIMS

A. Nothin g in this Decree shal l be deemed to impair

a n y claims identified i n the United States Proo f of Claim , or

a ny other claims of the United State s on behal f of EPA, other

than the United States claims with respect to the Tailing s Sit e

a nd the Sla g Site . Unles s otherwise compromised or settled,

and, except as provided in Paragraph X.B . below, all other such

claims ("Other Claims" ) shal l not be affecte d by the

-35-
confirmatio n of the Pla n of Reorganizatio n and shal l not be

discharged pursuan t to Bankruptc y Code § 1141 or otherwise. The

amount of an y Other Claim s an d the United States rights , i f

any, to payment in respect thereof shal l be determined in the

manner and by the administrative or judicial tribunal s in which

t he amount of each of the Other Claims and the United States

right s would have been resolved or adjudicated if the Bankruptcy

Proceedin g had not been commenced.

B. Notwithstandin g anythin g contained in thi s Decree

to the contrary , in the event a claim for damages to Natura l

Resources belongin g to, managed by, held in trust by or

otherwise controlled by the United State s is asserted agains t

Sharo n arisin g out of or relatin g to either or both of the

Sites , the issue as to whether such claim has been discharged or

otherwise rendered nonassertable by virtue of the Bankruptc y

Proceedin g shal l be determined if and when any such claim is

asserted.

X I . NOTICE S

Unles s otherwise stated in thi s Decree, whenever the

terms of this Decree require that notice be given, it shal l be

directed in writing, by certified or registered mail , return

receipt requested, to the followin g individual s at the addresses

specified below, or to such other individual or addres s as such

individual may fro m time to time designat e by notice:

-36-
A. If to the United States :

1. United State s Departmen t of Justic e Chief , Environmental Enforcement Sectio n

Environment and Natura l Resources Divisio n Room 1541 (EES DOCKETS )

10th an d Pennsylvania Avenue, N.W . Washington , D.C . 20044

2. Assistan t Regional Counsel for the Sharo n Stee l Sit e 8RC United State s Environmental Protectio n Agency

9 99 18th Street , Suit e 500 Denver, Colorado 80202-2405

3. Remedial Cost Recovery Coordinator (8HWM-SR) United State s Environmental Protectio n Agency

9 99 18th Street , Suit e 500 Denver, Colorado 80202-2405

4. EPA Regional Projec t Manager — 8HWM-SR Sharo n Steel/Midval e Tailing s Sit e United State s Environmental Protectio n Agency

9 99 18th Street , Suit e 500 Denver, Colorado 80202-2405

5. EPA Regional Projec t Manager — 8HWM-SR Midval e Sla g Sit e United State s Environmental Protectio n Agency

9 99 18th Street , Suit e 500 Denver, Colorado 80202-2405

B. If to the State :

1. Fred G Nelson , Esq. Assistan t Attorne y General Stat e of Utah

1 24 Stat e Capita l Sal t Lake City , Utah 84114

2. Kri s D. Bicknell , Esq.

4 00 South Colorado Boulevard Suit e 700 Denver, Colorado 80222

C. I f to Sharo n Stee l Corporation :

1. Frankli n E . Agnew, III, Truste e

c /o Peacock William s

2120 One Mello n Bank Centre Pittsburgh, Pennsylvania 15219

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2. Chie f Operatin g Office r Sharo n Stee l Corporatio n P.O. Box 291 Sharon , Pennsylvania 16146

XII . MODIFICATION , COUNTERPARTS , PARAGRAPH HEADING S

A. Without seeking approval of this Court , the partie s

hereto may stipulat e to extension s of up to and includin g ninety

(90 ) days of an y of the date s set fort h in Sectio n V. hereof .

B. Except as specificall y provided in thi s Decree or

by the Federa l Rules of Civi l Procedure, no modification s shal l

be made to this Decree without notice to and prior writte n

approval of the United States , Sharo n Stee l Corporatio n by it s

Truste e or his successor, the Stat e and the Court ,

C. Al l Sectio n an d Paragraph headings herein are for

convenience only and are in no way to be construed as a part of

thi s Decree or a limitatio n on the scope of the provision s to

which they may refer .

XIII . RESPONS E AUTHORIT Y

Nothin g in thi s Decree shal l be deemed to limi t the

response authorit y of the United State s under Sectio n 104 of

CERCLA, 42 U.S.C . § 9604 or any other applicabl e law or

regulation , or to alter the applicabl e legal principle s

governing judicial review of any actio n taken by the United

State s pursuan t to that authority .

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XIV .

GRANT OF ACCES S T O THE SITES

A. To the extent that the Tailing s Sit e or the Sla g

Sit e are owned and/o r controlled by Sharon , access shal l be

granted to the Site s at all reasonable times to EPA, the Stat e

and any Persons who have agreed, been ordered to or have,

pursuan t to an administrative or judicia l order or an

administrativel y or judiciall y enforceable agreement, to perfor m

any Response actions at the Sites , and their representatives ,

f or purposes of conducting, supervising, supportin g an d

monitorin g all Response actions authorized by CERCLA, including,

b ut not limited to, conducting Remedial Actions , conductin g

operatio n or maintenance activities , as that term is defined in

Sectio n 104(c)(6 ) of CERCLA, 42 U.S.C . § 9604(c)(6) , conductin g

five-year reviews pursuant to Sectio n 121(c ) of CERCLA, 42

U.S.C . § 9612(c) , an d implementin g al l Response actions , as

relatin g to a release or threat of release of hazardous

substances at or off the Sites .

B. Sharo n shal l not interfer e with, obstruct or

disturb the performance , support or supervision of any Remedial

Actio n or Response taken or to be taken at the Tailing s Sit e or

t he Sla g Sit e (whether pursuant to thi s Decree or any other

judicial or administrative action of EPA or the State) ,

includin g any operatio n or maintenance activities , and shal l not

take any action which may affec t the integrit y or effectivenes s

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of the Remedial Action , except with the concurrence of EPA , the

Stat e an d this Court .

C. Any deed, title , easement or other instrument of

conveyance for the portio n of Tailing s Sit e owned by Sharo n

Stee l Corporatio n or the Silve r Refiner y Area shal l contai n a

notice that such property , or any portio n thereof , is the

subject of this Decree, settin g forth the style of the case,

case number and Court having jurisdictio n herein. Such deed,

title , easement or other instrument shal l include a covenant

( i) grantin g EPA and its representatives access at all

reasonable times to such propert y or portio n thereof for

purposes of conducting, supervising, supportin g an d monitorin g

a l l Response actions authorized b y CERCLA , includin g operatio n

or maintenance; (ii ) not to interfere with, obstruct or disturb

t he performance , support or supervisio n of any Response taken or

to be taken at such property , includin g any operatio n or

maintenance activities; (iii ) not to take any action which may

affec t the integrit y or effectivenes s of the remedy, except with

t he concurrence of EPA , the Stat e an d thi s Court; an d (iv )

containin g an agreement to infor m any Person that subsequently

acquires any title , easement or other interest in the property ,

or any portio n thereof fro m Sharon , of the requirements,

condition s an d operative effec t of thi s Sectio n XIV . D. At least 30 days prior to any conveyance of the

part of the Tailing s Sit e Sharo n Steel Corporatio n owns or the

Silve r Refiner y Area or any portio n thereof by Sharon , and with

respect to those conveyances to take plac e subsequent to the

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entry of this Decree, Sharo n shal l give notice to the United

State s and the Stat e of the intent to convey titl e or any other

interest in such property , or any portio n thereof , and the name

a nd addres s of the proposed transfere e and the proposed wordin g

of the covenant required under thi s Sectio n XIV.

E. Withi n 30 days of the effectiv e date of thi s

Decree, Sharo n Stee l Corporatio n shal l record a copy of thi s

Decree together with all Exhibit s hereto (or some other document

i n recordable form referrin g to thi s Decree) with the Recorder' s

Office , Sal t Lake County, Utah, as notice of the content s an d

requirements of thi s Decree.

F. To the extent that the Tailin g Sit e or the Sla g

Sit e is owned or controlled by Sharo n on the date that thi s

Decree is executed, the restriction s and obligation s set fort h

in thi s Sectio n XIV. shal l run with the land and shal l be

bindin g upon any and all Persons that acquire any titl e to or

a ny other interest in such property , or any portio n thereof .

X V .

WITNESSES AN D DOCUMENTS

Notwithstandin g any other provisio n of thi s Decree,

Sharon Stee l Corporatio n agrees to maintai n al l records relevant

to^the Action s and to cooperate full y with requests fro m the

United State s to provide access to such nonprivileged documents

and to provide testimony by its employees and to cooperate with

t he United State s in obtainin g testimon y of its agent s and

contractors , that is relevant to the Action s until both Action s

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have been full y resolved through the entries of fina l judgment s

a nd the resolutio n of any and all appeal s therefrom .

XVI .

ENTRY , EFFECTIV E AN D TERMINATION DATES

A. The United State s shal l complet e it s review of

publi c comments with respect to thi s Decree no later than 30

days afte r the expiratio n of the public notice and comment

period provided for i n 28 C.F.R . § 50.7. If , afte r review of

t he publi c comments, the United State s elect s to seek entry of

this Decree, it shal l do so within 15 days of its completio n of

i ts review of publi c comments.

B. Thi s Decree shal l not become fina l or effectiv e

until:

1. it has been entered by thi s Court; and

2. an Order is entered by the Bankruptc y Court

( i ) confirmin g a Pla n o f Reorganizatio n fo r Sharo n

Stee l Corporation ; or (ii ) authorizin g the Truste e to

enter into and render performanc e in accordance with

t he terms and condition s of thi s Decree, whichever

comes first .

C. Afte r allowance of the United States general

unsecured claim (should the Truste e elect to provide for such a

claim) , an d afte r Sharo n Stee l Corporation' s payment s to the

United State s have been made pursuant to Sectio n V. hereof , and

afte r the United State s has certified that al l Remedial Action s

f or the Tailing s Sit e an d the Sla g Sit e have been completed,

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Sharo n Stee l Corporatio n shal l petitio n the United State s fo r

agreement to terminate this Decree. If the United State s accept s

t he petition , the United State s an d Sharo n Stee l Corporatio n

shal l jointl y petitio n the Court for terminatio n of the Decree.

I f the United State s reject s the petition , i t shal l explai n it s

reasons therefo r i n writin g to Sharo n Stee l Corporatio n withi n

thirt y (30 ) days o f receipt o f Sharo n Stee l Corporation' s

petition . Should the United State s rejec t the petition , Sharo n

Stee l Corporatio n wil l have the right to petitio n the Court

unilaterall y for termination . Terminatio n shal l not affec t the

provision s o f Section s I , III , IV , VI , VII , VIII , IX , X , XI ,

XIV , XV , XVI I an d XVII I hereof .

XVII .

COST S

Each part y hereto shal l bear its own costs and

attorney' s fee s except as otherwise provided herein.

XVIII . RETENTION OF JURISDICTION

A. Thi s Court shal l retain jurisdictio n of thi s

Decree as it relates to the Action s for purpose s of ensuring

compliance with .its terms and conditions .

B. The United States , the Stat e an d Sharo n each

retain s the right to seek enforcemen t of the terms of thi s

Decree and to take any action authorized by Federal Law not

-43-
inconsistent with the terms of this Decree to achieve complianc e

with the terms and conditions of this Decree.

T H E PARTIE S ENTE R INT O THI S PARTIA L CONSEN T DECREE AN D

SUBMIT IT TO THE COURT , THAT IT MAY BE APPROVED AND ENTERED .

F OR SHARON STEEL CORPORATION

' E . AGNfe W II I Truste e of Sharo n Stee l Corporatio n

c /o Peacock William s

2120 One Mello n Bank Center Pittsburgh, Pennsylvania 15219

By.MALVIN G . SANDER Senior Vice President , General Counsel and Secretar y Sharo n Stee l Corporatio n P. 0. Box 291 Sharon , Pennsylvania 16146

Biy

^LAWRENCE A. DEMASE Rose, Schmidt , Hasle y & DiSall e

9 00 Oliver Buildin g Pittsburgh, Pennsylvania 15222

'STEVEN M. PESNER Anderson , Kill , Olick & Oshinsky, P.C.

6 66 Third Avenue N ew York, New York 10017

By _

. ALAN FLETCHER Pruitt , Gushee & Fletcher Suit e 1850 Beneficial Lif e Tower Sal t Lake City , Utah 04111

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F OR THE STATE OF UTAH *

Fred G Nelso n Attorne y General Stat e of Utah

2 36 Stat e Capito l Sal t Lake City , Utah 84114

By.Kri s D. BicknelK / Greengard & Senter

4 00 S. Colorado Boulevard Suit e 700 Denver, Colorado 80222

Kehneth L. Alkema, Director Department of Healt h Divisio n of Healt h

2 88 North , 1460 Wes t P.O. Box 16690 Sal t Lake City , Uta h 84116-0690

* The Stat e of Utah' s agreement i s conditioned upon the

U.S . Environmental Protectio n Agency' s execution of a n

Administrative Order on Consent , the unexecuted version of

which is dated Augus t 20, 1990, that has been negotiated between the U.S . Environmental Protectio n Agenc y an d the Stat e

of Utah. -45-
F O R TH E UNITE D STATE S

ENVIRONMENTA L PROTECTION AGENC Y

JAMES M. STROCK Assistan t Administrato r

f or Enforcemen t an d Campliaua e Monito r lag U.S . Environmental Protectio n Agency

4 01 M Street , S.w . Washington , D.C. 20460

j;Regoprfal Administrato r U.S . Environmental Protectio n Agenc y Regioi

THOMAS / SPEICHE R Regiona l l Counsel U.S . Environmental Protectio n Agency Region VII I

MATTHEW D. COHN Assistan t Regional Counsel Region VII I

9 99 18th Street , Suit e 1300 Denver, Colorado 80202

OF COUNSEL

JOHN H. WHEELER NANCY A . MANGONE Offic e of Enforcement an d Complianc e Monitorin g U.S . Environmental Protection Agency

4 01 M Street , S.W. Washington , D.C. 20460

-46-
F O R TH E UNITE D STATES :

if) (I RICHAR D B . STEWAR T Assistan t Attorne y General Environment and Natura l Resources Divisio n U.S . Departmen t o f Justic e

10th & Pennsylvania Avenue, N.w. Washington , D.C. 20530

W . BENJAMIN FISHEROV T JOEL M. GROS S DAVID E. STREET Environmental Enforcemen t Sectio n Environment an d Natura l Resources Divisio n U.S . Departmen t o f Justic e

10th & Pennsylvania Ave. , N.w . Washington , D.C. 20530

UJLBENSON

: ed State s Attorney Distric t of Utah U.S . Courthouse

3 50 South Mai n Stree t Sal t Lake City , Uta h 84101

DANSEL PRIC E Assistan t United State s Attorne y District of Utah U.S . Courthouse

3 50 South Mai n Stree t Sal t Lake City , Utah 84101

Approved and Entered by the Court thi s 1% day of

*>tjtT*. 199090.. . ^sL

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United State s District Court

f or the District of Utah November 14, 1990

* * MAILING CERTIFICATE OF CLERK * *

Re: 2:86-cv-00924

True and correct copies of the attached were mailed by the clerk to the

following :

Dan Price, Esq. U.S . ATTORNEY' S OFFIC E

350 South Main #476 Sal t Lake City , UT 84101

Charles Meyer, Esq. U.S . Dept . of Justic e Land & Natural Resources Division

Environmental Defense Sectio n P.O. Box 23986 Washington , DC 20026-3986

W. Benjami n Fisherow , Esq. U.S . DEPARTMENT OF JUSTIC E LAND & NATURAL RESOURCES DIVISION Box 7611 Ben Frankli n Statio n

12th & Pennsylvania Ave N.W. Washington , DC 20044

A. Joh n Davis, Esq. PRUITT , GUSHE E & BACHTEL L

1850 Beneficial Lif e Tower Sal t Lake City , UT 84111

Ala n Fletcher, Esq. PRUITT , GUSHE E & BACHTEL L

1850 Beneficial Lif e Tower Sal t Lake City , UT 84111

Steven M. Pesner, Esq. ANDERSON , KILL , OLICK & OSHINSK Y 6 66 Third Avenue N ew York, NY 10017

»

Edwin L. Klett , Esq.

ECKERT , SEAMANS & CHERIN

600 Grant Street Pittsburgh, PA 15219

Brent V. Manning, Esq. HOLME , ROBERTS & OWEN
50 South Mai n /900 Sal t Lake City , UT 84144

Norto n F . Tennill e Jr. , Esq. JONES , DAY , REAVI S & POGUE Metropolita n Square

1450 G . Street , N.W . Washington , DC 20005-2088

Eugene C Tidball , Esq.

5 55 17th Street , Suit e 3628 P.O. Box 5300 Denver,, CO 80217

Daniel M Allred , Esq. PARSONS, BEHLE & LATIMER

185 South State #700 P.O. Box 11898 Sal t Lake City , UT 84147-0898

Gary J. Fisher, Esq. U.S . Dept. of Justice Environmental Enforcement Section Room 7311

10th & Pennsylvania Avenue, N.W. Washington , DC 20530

Fred G Nelson , Esq. Stat e Capito l Buildin g #236 Room 124- Sal t Lake City, , UT 84114

David A Greenwood, Esq.

50 South Main Street #1600 P.O. Box 45340 Sal t Lake City, , UT 84145

Joh n W Horsley , Esq.

15 East 100 South Sal t Lake City, , UT 84101

Dave McMullin , Esq.

4 39 Wes t Utah Avenue P.O. Box 178 Payson, , UT 84651

Dallas H Young, Esq.

48 North University Avenue P.O. BOX 672 Provo,, UT 84603

Anthon y L Rampton, Esq.

2 15 So. State St. , 12th Floor P.O. Box 510210 Sal t Lake City, , UT 84151

Dwight L King, Esq.

2121 South State Street Sal t Lake City, , UT 84115
Merli n O. Baker, Esq. RAY , QUINNE Y & NEBEXE R

4 00 Deseret Buildin g

79 South Main Street P.O. Box 45385 Sal t Lake City , UT 84145-0385