Exhibil3 

# STATE OF CONNECTICUT DEPARTMENT OF ENVfRONMENTAL PROTECTfON

State ofCOlUj,ecticut and 

### Sikorsky Aircraft Corporation ) 

# l Trading Agreement and Order No. 8120 WHEREAS, the Commissioner ofEnvironmental Protection ("Coinmissione() and the Sikorsky**Ai~craft Corpor~tion** **('.'.Siko~sk'y")** 

### agree that it 

### is in 

### th.e pu1?1ic interest that the¥ work**co~pe.ratively** 

### to Ullprove the atr 

### qualIty Wltllin the State 

### ofConnectIcut and 

### that the use ofdIscrete errusSlOn**r~uction** credit ("DERC") trading to reduce nitrogen oxide ("NOx") emissions will achieve this result in a timely and cost-effective manner: A. At the request and with the agreement ofSikorsky. the Commissioner finds the following: I.


### 2. Sikorsky is a corporation which·o..... 

### ns and operates a facility involved in aircraft manufacturing at 

### 6900 Main**Str~et ~J.**  Stratford, COlli.,ecticut**("facility'~.** At the facility, Sikorsky operates five (5) dual-fuel fired steam boilers, numbered 1, 2, 3, 4, and 5 ("boilers") capable ofqurning' natural gas or No.6 fuel oil, which are subject to Section 22a-174-22. Regulations ofConnecticut State Agencies ("Regulations'') pertaining to the control ofNOx emissions. Official U.S. Enviionmental Protection Agency ("EPA") Reference Method 7E stack testing performed on June 20 through June 26, 1995; June 12, 1997; and October 3 through 10, 2000 resulted in NOx emission rates as follows:
Table 1 SIKORSKY

- NOx EMISSION R"TES Al\'D R"CT LIMITS (lbslMlI1Blu) I. QNL:;

# 1~'ig4fl :tn"Tlj'T IT;:1!:?!--.T' I c:.'"(','...("'l:;.'"T'l;"c:.T' l**S:T'A,.rv'T'"C'c:.~·l** O

..........'T'



# .**~-~** 

# I**:~U)** 

# I**ifiif~79s°~ R';)-'E(I~70~;**  

# I RATE No. 

# IBoiler RI7S·0019 No.6 oil 

# I 48.0 

# I 0.35 

# I 0.30 

# I 0.25

No.1 Natural Gas 50.4 0.19 O.1S 020 Boiler RJ78-001·8 

# INo.6 oil 

# I 48.0 

# I 0.31 

# I 0.30 0,25 No, 2 Natural Gas 50.4 O.IS 0.20 0.20 

# IBoiler 

# IRl78-0017 No.6 oil 

# I 48.0

. 

# I 0.32 

### / 0.30 

# I 0,25

No.3 •Natural Gas 50.4 0.19 0.16 

### . 0.20 

# IBoiler 

# IR178·0016 No.6 oil 

# I 48.0 0.30 0.31 0.25

No.4 Natural Gas 50.4 0.19 0.19 0.20**aoil~** 

# IPI78-0039 No.6 oil 49.5 0.32 0.34 0.25 No.5 Natural Gas 52.5 0.10 0.12 0.20



### 4. Pursuant to Section 22a-174-220) ofthe Regulations, Sikorskyproposes to acquire and use approved DERCs monthly, as speclfied ill SectIOn C. or this Tradmg Agreement and Order to compensate for the excess NOx emissions from May 31, 1995 

### w1til May I, 2003, oruntil full compliance with Section 22a·174·22 ofthe Regulations is achieved.,**w~jchever** comes first. (Printed on Recycled**?~per)** 79 Elm Streer • Hanford. CT 06106

- 5127 hr,p :lIdep. rMt. eLUSSikorsky Aircraft Cornoration Trading Atrreeinent And Order No. 8120

).

6.

7.

8.



### 9 Section 22a-174-22G) ofthe Regulations allows the owner or operator ofa source to use emission reduction trading to offset excess NOx emissions. Such reductions**sha~l** be, at aminim':lm, eguivalentt'? those**~is~ion r~d\lcti?ns** **t~at wo~ld**  be achIeved by complymg wIth all applicable emlSSlOns hmltatIOns in SectIOn 22a-l74- 22(e) ofthe Regulations. For the period from May 31, 1995**throu~** April 19, 1996, for having passed the December 31, 1995 deadline for purchasmg DERCs (during which time Sikorsky burned 869,851 gallons ofNo. 6 fuel oil ",th a**heatin~** value of 150,000 Btu/gallon in the boilers, resullli'g inthe excess emissions ofO.Oyg tons ofNOx during tlie ozone season and 5.682 tons ofNOx during the non-ozone season) Sikorsky purchased and retired 5.8 tons ofDERCs an additional ten (10) percent of required DERCs for late purchase ofcredits, for a total of6.4 tons (0.1 ozone season DERCs and 6.3 non-ozone season DERCs). On May 23,1996, pursuantto Section 22a-174-22 

## Ol ofthe Rel(U!ations, Sikorsl)' acqwred an InItial 2 tons ofapproved ozone season DERCs and" 14 tons ofapproved non-ozone season DERCs to compensate for the above insufficiency and to have additional DERCs on hand for future for future·use. Fuel use records and NOx emissions calculations show that Sikorsky did not have sufficient DERCs on hand prior to use during the period February 2000 through August 31, 2001 to compensate for 19.37 tons (1.43 tons ozone and 17.94 tons norlozone) ofexcess NOx emissions. On October 22, 200I Sikorsky purchased an additional 50 tons (10 tons ozone and '0 tons non·ozone) to compensate ror the above insufficiency and to have additional DERCs on hand for future use.. 10. 

# . Approved**DE~Cs** are define<!**f~r** the purpose**~fthis** Trading**Agr:ee~ent** and**~er** as [hose for which the CommISSIOnerhas provIded wntten authonzatIOn for use III compliance 

### 'With Section 22a-174-22 oftbe Regulations. 

### B. The Commissioner, in accordance with the provisions ofthis Trading Agreement and Order, pursuant to**S:,.~tion** 22a-174-22(d)(3) the Re£;ulations. hereby allows Sikorsky to comply WIth SectlOn 22a-174-22(d)(!) ofthe RegulatIOns through use ofDERC tradmg. C. Wilh the agreement ofSikorsky, L1e Commissioner, acting under Connecticut General Statutes Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a-I77, oiders Sikorsky as follows: 1. DERCs Use. Approved DERCs· shall be acquired for compliance with the emission sta..idards in Section 22a-174-22 ofthe Regulations for the period beginning May 31, 1995 and continuing until Sikorsky achi.eves permanent cor:npliance for boilers 1, 2. 3, 4 and 5 with the emission standards in Section 22a-174-22(e/ ofthe Regulations or until May 1, 2003, whichever occurs first. Sikorsky shal acquire approved DERCs, and document and record the amounts ofNO

### xentissions and DERCs used by serial number (ifassigned) by boilers 1, 2, 3, 4, and 5 monthly, and shall maintain and provide such records in accordance with the following and Section 22a-174-4 ofthe Regulations, until May 1,2003:

a Except for the time period specified in paragraph C.l.(c), before the 

### first day of each month, Sikorsky shall calculate orojected worst case DERCs required [hat calendar month for each boiler, as follows: DERCs (tons) =- rworst case estimated fuel use in MMBtu x (FLER IbslMMBtu

- (0.95 x RACT rate IbslMMBtu))) + 2000 pounds/ton
Initials**~].** 2

### Sikorsky Aircraft Corooration Where: Trading AQreement ,A.nd Order No. 8120



### • R.A.CTrate 

## =MeT rate shown in Table 

### 2ofthis Trading Agreement and Order.

• FLER

## =full load emission rate as shown in Table 2 ofthis Tr(lding Agreement and 

### Order.

e 

### Discount (0.95) = 

### 5% design margin applied to the MCT rate.

• Fuel heatin. value = 

### 150,000 BTU per gallon
b. No 

### later than the 

### twentieth day ofeach month. 

### calculate DERCs used when burning #6 

### oil in the boilers during the 

### preceding calendar month, as follows: DERCs (tons) :: 1!.E'Jal fuel tise in MMBt>J " (FLER Ib,l1v!MBtu

- (0.95 x RACT rate IbSlMM!jtu))J + 

### 2000 pounds/ton

c.

d.



### e. On and after November

## "I. 2001. 

### at a minimum. 

### DERCs required each month shall be adjusted upwards by 100 

### percent for any periods that Sikorsky does 

### not have 

### sufficientDERCs in its possession to compensate for excess emissions prior to the 

### first day of

### each month. Maintain**docwnenta~on** to 

### attest to the fact 

### that DERCs used during the 

### ozone season were generated during the ozone season. Generator certification ofthis fact shall be 

### sufficient.

- After full program review, a.,d ifthe Commissioner deems it appropriate, t.le Conlt'"!lissioner may allow the survival 

### and use ofapproved DERCs beyond April 30,2003. 

### 2. Priorto May 1, 2003, Sikorsky sball comply with the FLERs ,hown in Table 2 belo'" during operation ofeach boiler: 

# I Table 2 Sikorsl...1'

- FLERs and NOx R\CT Emission Rate Limits ID<"IT FUEL FLER NOx EMISSION Ob,/MMBtu) RATE LIMITS 

### (ibs/MMJltu) BoilerNo.1 No.6 oil 

# I 0.39 0.25 

# I Boiler No.2 No.6 oil 

# I 0.34 

# I 0.25 

# I BoilerNo.3 

# I No.6 oil 

# I 0.35 

# I 0.25**Boil~rNo.** 4 

# I No.6 oil 

# I 0.33 

# I 0.25 BoilerNo. 5 

# I No.6 oil 0.35 .0.2;


### 3. FLERs, stack test rates and fuels set forth 

### in Tables 1 and 2 may be modified only after the consent ofthe Commissioner 

### by written modification ofthis Trading Agreement and Order.
1"litial,**~~l1.** 

### 3Sikorsky Aircraft Corooration Tradin2 AlZreement And Order"No. 8120 4.



### 5.

6.

7.

8.



### 9. Ifthe FLER is exceeded, Sikorsky shall purchase and retire DERCs equal to the exceedance inlounds perhour perboiler multiplied by the total operating hours of each boiler an sUmmed together to determine the total insufficiency olus a 100% premium. Iftheperiod of**non~compIiance** with the FLER is not known, the time period since the lastprevious stack test shall be used to calculate the period ofnoncompliance unless evidence demonstrating, to the Commissioner's satisfaction, that a**~iffer:e!'lt** time period shou.ld ?e used is**submitte~** by**Si~6rsky** to the Commissioner, lJ1 ',:vntmg, and the CommlsslOner accepts such time penad. Sikorsky shall retain records a.,d supporting documentation as described in this Trading Agreement and Order for a minimum offive years, corrimencing on the date such records were created. Sikorsky shall provide the records specified

. above to the Comnlissioner within thirty (30) days ofreceipt ofa written request from the Commissioner. 

### No laterthan May I, 2003, Sikorsky shall comply v,.ith the requirements of Section 22a-174-22(d)(1) ofthe Regulations unless this Trading Agreement and Order is otherwise extended by the Commissioner. No later than l\1arch 1 ofeach year this Trading Agreement and Orderis in effect, Sikorsky shall include \Vith the annual emission report to the Commissioner, the monthly rate and annual total offuel consumption for each fuel and boiler, DERCs obtained, date obtained, quantity remainrng. serial numbers ifapplicable and used each month during tIle previous calendar year. 

### Pursuant to Section 22a-I74-22(k) ofthe Regulations, Sikorsky shall conduct NOx emission testing ofthe boilers at least once every five years co:n:nencing from the most recent date identified in paragraph A.3 ofthis Trading Agreement and Order. Aoorovals. Sikorsky shall use best.efforts-to submit to the Commissioner all docUlpents required by thisTrading Agreement and·Order in acomplete and approvable fonn. lfthe Commissionernotifies Sijcorsky that any doctunent or other action is defiCient, and does not approve it with conditions or modiIications, it is deemed disapptoved. and Sikorsky shall correctthe deficiencies and resubmit it within the

# time specifi'ed by the Commissioner or, ifno time 

### 1S specified by the Commissioner,**withL.'"l30~days** ofthe Commissioner's notice ofdeficiencies. In approving any document or other action under this Trading Agreement a:'"ld Order, the Commissionermay approve the document or other actIon as submitted or performed or

### with such conditions or modifications as the Commissioner deems necessary to carry outthepu.-poses ofthis Trading Agreement and Order. Nothing in .this paragraph shall excuse noncompliance or delay. 10. Definitions. As used in this Trading Agreement and Order, ".comnussioner" mea.,s the Commissioner or a representative of the Commissioner; I!Ozone season" means the period from May 1 through Se;:Jtember 30 in any given calendaryear, and "NOx 

### RACT" means NOx ReasonablyAvailable Control Technology. The date of "issuance" ofthis Trading Agreement and Order is the date the Trading Agreement and Order is deposited in the U.S. mail or personally delivered, whichever is earlier. 11. Dates. The date ofsubmission to the Commissioner ofany document required by this Trading Agreement and Order shall be the date such docll..'!1ent is received by the Commissioner. The date ofany nonce by the Commissioner. under this Trading Agreement and Order, including but not limited to notice ofapproval or disaporoval ofany docum.ent or other action, shall be the date such notice is deposited in

### the U.S. mail or i.s personally delivered, whichever is earlier. EXceDt as otherv.;ise specified in r... .. 

### is Trading A-eement and Order, u\e word "day" as used in this Trading Agreemenfa.,lOrder means calendar day. Any document or acti6n which is required by this Trading Agreement and Order to be submitted or performed by a Initials**~.'11'1.** 4 Date**.?-JI3ro-~**

### Sikorsky Aircraft Corporation**Tradin~** 

### A2:reement And Order 1 0.8120

12.



### 13.

14.

15.



### 16.

17.



### 18. date which falls on a Saturday. Sunday or a Connecticutor federal holiday shall be submitted orperfOimed by the next day which is not a Saturday, Sunday or Connecticutor federal holiday. Certification ofdocuments. P.ny document. induding butnot limited to any notice, which is required to be submitted to the Commissioner under this Trading Agreement and Order shall be signed by Sikorsky's chiefexecutive officer or a duly authorized representative ofsuch officer, as 

### those terms are defmed in 

### §22a-430- 3(b)(2) ofthe Regulations ofConnecticut State Agencies, and by the individual(s) responsible for actuallypreparing such document, and Sikorsky or Sikorsky's chief executive officer and each such LT'ldividual shall certify in**wtitin~** 

### as follows: "J 

### have personally examined and 

### am familiar with 

### the information submJrted in this document and 

### all attachments thereto. and I certify, based on reasonable i.."l.vestigation. including my inquiry ofthose individupls responsible for obtaining the 

### information, that the submitted information is true,**a~curate** 

### and complete to the best ofmy knowledge and belief. I understand that any false statement made in the 

### submitted information is punishable 

### as a criminal offense under §53a-157b 

### ofthe Connecticut General**Statu~es** 

### and any other applicable law." Noncomoliance. This Trading Agreement and Order is afinal order ofthe Commissioner with 

### respect to the matters addressed herein. a...,d is nonappealable a.."ld i..-nmediatelyeriforceable. Failure to 

### comply with this Trading Agreement and 

### Order may subject Sikorsky to 

### an injunction and penalties. False statements. 

### Any false statement in 

## a..,y information submitted pursuant to this Trading Agreement and Order is punishable 

### as a criminal offense under §53a-157b ofthe Connecticut General Statutes and any other applicable law. Notice oftransfer: liabilitv ofSikorskv. Until Sikorsky has fully complied with this Trading Agreement and Order. Sikorsky shall notify the COIIlJ."Dissioner in VvTiting no later than 15 days 8.J...::r.er transferring all or anyportion ofthe facility;the operations, the site orthe business which is the subject ofthis 

### Trading Agreement a.."1d Order or after obtaining 

### anew mailing or location address. Sikorsky's obligations under this Trading Agreement and Order shall not be affected by the passage oftitIe to any property to any 

### otherperson or municipality

.

.**S:ommissi~n~r's** 

### Dowers.**N~thins:** 

### in .this Trading**Agr~ement** 

### and Order shall**~ffect**



### me CommIssIOner's authonty to Institute any proceedlOg ortake any other-action to prevent or abate violations 

### oflaw, 

### prevent or abate pollution, recover costs 

### and natural resource: damages. and 

### to impose penalties for past. present, or future violations oflaw. Ifat 

### anytime the Commissionerdetermines that the actions tz.ken by Sikorsky pursuant to this Trading Agreement and 

### Order have not successfully corrected all violations. fully characteri.zed the extent**~r ~egree**  

### of

### <!?Y 'pollution, or successfully abated orpreventedpollutIOn., the CommIssIOnermay mstltute any proceeding to require Sikorsky to undertake further investigation or further action to prevent or abate violations 

### or pollution. Sikorskv's obli2:ations ·underlaw. Not..lllng in this Trading Agreement and Order shall relieve Sikorsky ofother obligations under applicable federal, state and local law. No assurance bv COmthissioner

.. No provision ofthis Trading Agreement a!1d Order and no action or inaction by the Commissioner shall be construed to constitute an assurance by the Commissioner that the actions ta.teen 

### by Sikorsky pursuant to this Trading Agreement and Order\;'Iill result in compliance orprevent or abate pollution. 

### J9 Access.to facilitv. Any**repr~~enta~ive** 

### oft.r.1..e**Dep~.i"u-nent ofEnvironme~tal**  

### . . ProtectIOn may enter the faCIlity wrtboutpnor notIce for the purposes orrnorutormg and enforcing the actions required or allowed by this Trading Agreement and Order. Initials**~~1,** 

### ) DatI"; ..:tll:>:I,..-.SikorskY Aircraft Cornoration Tradine AQreement And Order No.**81~O** 

### 20.

21.


### 22.



### 24. No effect on ri2:hts ofot,her Dersons. This**Tradi.n~ A~~eement**  and Order**~either** . creates nor affects any nghts ofpersons or mumclpalJtles that are not partIe's to thls Trading Agreement and Order. ) No Creation ofProDertv**Ri~hts.** This Trading Agreement and Order does not create any property rights with respect to these DERCs. Notice to Commissioner ofchanQ:es. Within-IS days ofthe date Sikorsky becomes aware ofa change iIi any information submitted to the Commissioner under this Trading Agreement and Order, or that any such information was inaccurate or misleading or that any relevant infonnation was omitted, Sikorsky shall submit the correct or omitted information to the Commissioner. Notification ofnoncomDliance. In the event that Si..1(orsky becomes aware that it did not or may not comply, or did not or may not comply ori time; with any requirement ofthis Trading Agreement and Order or ofany document required hereunder, Sikqrsky,shall immediately notify by telephone the individual identified in the next**parag~aph a~d**  shall**~ake** all**~easona~le** s.teps .to ensure that any**noncomp1ia~ca** or delay IS avoIded or, Ifuna:voldable, IS mlillmlzed to the greatest extent possIble. Within five (5) days ofthe initial'notice, Sikorsky shall submit in writing the date, time, and duration ofthe noncom.l?liance and the**rea~ons** for the noncompliance or delay and propose, for the review and \\<Titten approval ofthe Commissioner, dates by which compliance will be achieved, and Sikorsky shall comply vvith any dates which may be approved in writing by the Commissioner. Notification 

### by Sikorsky shall not excuse noncompJiance or delay, and the Commissioner's approval ofany compliance dates pronosed shall not excuse noncompliance or delay unless specIfically so statedby the Commissioner in v,rriting. Submission ofdocuments. Any documentrequired to be submitted to the Commissioner under this Trading Agreement and Order shall, unless otherwise specified iIi this Trading Agreement and Order or in writing by the Commissioner, be dIrected to; Mr. Roland 1. Severance 

### Jr., PE D'epaI"linent 

### ofEmiironmental Protection Bureau ofAir Management Emissions and CJeditTrading Section 79 Elm Sfreet, 5 Floor Hartford, Connecticut 06106-5127

6Sikorsky Aircraft Corporation 

### Trading A!2reement And OrderNo. 8120
SikoiSh.-y consents to the issuance ofthis Trading Agreement and Order without further notice. The undersigned certifies that he/she is fully authorized to enter into this Trading Agreement and Order and to legally 

### bind Sikorsky to the terms and conditions 

### ofthe Trading Agreement and Order. Sikorsky Aircraft COiporation 

### BY: Signature:

# ;J~ -B.

# '-,Yle-(j='().Jl.£")



# -- Type Name: Susan R. McFarland 

### Type TitJe: Manager; Environment. Health and Safety 

### Date: 2/ 13/02

Entered as afrna1tonsent order 

### ofthe C.>t-TIlmission

..

## ~onmen.tal Protection numbered 8120 this 

### \S'''" day of

## H~ ( 

# 7200:;

..7 I .

TOWN OF STRATFORD 

### MAILED'CERTrFIED MAIL, RETURN RECEIPT REQUESTED Certified Document

o:\-TRADTNG-?L$'..Titt..D1NOORD=:RS'Si'...1lfslY,8120(Ol.16.02) d-J:



### 7