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State v. United States

United States District Court, Tenth Circuit

December 12, 2013

STATE OF COLORADO, Plaintiff,
v.
UNITED STATES OF AMERICA; TABLE MOUNTAIN RESEARCH CENTER, f/k/a COLORADO SCHOOL OF MINES RESEARCH INSTITUTE; CHEVRON CORPORATION; INDUSTRIAL MINERA MEXICO, S.A. de CV.; MEXICANA DE COBRE, S.A. de C
v.
; FREEPORT-MCMORAN CORPORATION; BP AMERICA INC.; COTTER CORPORATION (N.S.L.); ELF AQUITAINE, INC.; TERRA INDUSTRIES INC.; and EXXON MOBIL CORPORATION, Defendants.

CONSENT DECREE

KATHLEEN M. TAFOYA, Magistrate Judge.

BACKGROUND

A. The STATE OF COLORADO ("Colorado") is filing a complaint (the "Complaint") in this matter pursuant to sections 107(a) and 113 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") against the above-named Defendants, seeking reimbursement of response costs incurred and to be incurred for response actions taken at or in connection with the release or threatened release of hazardous substances at the CSMRI Site in Golden Colorado (as described below, the "Site").

I

EXHIBIT A

B. The Complaint arises out of activities in connection with a mining research center established at the Site in 1912. The research center was used to develop new technologies and products and for other purposes generally related to mining. Minerals, ores and other materials were brought to the research facility for analysis, beneficiation and experimentation. In 1987, all such operations ceased at the facility.

C. Pursuant to the Colorado Radiation Control Act, C.R.S. Title 25, Art. 11, and the State of Colorado Rules and Regulations Pertaining to Radiation Control, Part 3, the Colorado Department of Public Health and Environment ("CDPHE") radiation control unit issued to the Colorado School of Mines Research Institute ("CSMRI") as licensee Radioactive Materials License No. Colorado, 617-01, as amended, with an expiration date of February 28, 2011 ("CSMRI License"). The CSMRI License does not clearly define the area subject to it, but that area generally includes at least parts of the Site. The licensee has obligations under the license to decommission the site and obtain license termination ("Site-related obligations"). CDPHE has been involved in investigation and cleanup activities at the Site pursuant to the CSMRI License and applicable regulations. The CDPHE radiation control unit separately issued to the Colorado School of Mines ("CSM") as licensee Radioactive Materials License No. Colorado, 1206-01, with an expiration date of July 26, 2017 ("CSM License"). The CSM License generally covers the possession and storage of ground water containing uranium, and any unknown sources of radioactive material contributing to uranium in ground water within the portion of the Site known as the Lower Terrace. Subsequent to the issuance of the CSM License, CDPHE terminated the CSMRI License by Amendment Number 08, dated December 19, 2012.

D. The Parties contemplate that the remaining Site-related obligations will consist of appropriate actions to address the ground water contamination detected in the monitoring wells located on the Lower Terrace and Former Settling Pond Area (as described in Attachment A). CDPHE is considering different approaches to radioactive materials licensing for the remaining Site-related obligations. The Parties contemplate that Site-related obligations will terminate when CDPHE issues a no further action determination, license termination, approval of institutional controls or similar action for the CSM License that cover such remaining Site-related obligations.

E. The Parties that have entered into this Consent Decree ("Decree") do not admit any fact or liability arising out of the transactions or occurrences alleged in the Complaint or otherwise.

F. This Decree has been negotiated by the Parties in good faith. Settlement of this matter will avoid prolonged and complicated litigation between the Parties. This Decree is fair, reasonable, and in the public interest.

Now, therefore, upon the consent and agreement of the Parties, this Court Orders, Adjudges and Decrees as follows:

I. JURISDICTION AND VENUE

1. Jurisdiction and Venue. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1331 and 42 U.S.C. §§ 9607 and 9613(b). This Court also has personal jurisdiction over the Parties. Venue in this District is proper pursuant to 42 U.S.C. § 9613(b) because the actions giving rise to this case occurred in Colorado. The Parties waive all objections and defenses that they may have to jurisdiction of the Court or to venue in this District for purposes of this Decree with these Parties. Colorado reserves all rights it may have to assert Eleventh Amendment privileges and immunities against any person not a Party to this Decree. The Parties shall not challenge the terms of this Decree or this Court's jurisdiction to enter and enforce this Decree. Pursuant to this Decree, the Court retains jurisdiction to enforce the terms of this Decree, including but not limited to hearing disputes pursuant to Paragraph 10 and hearing claims for Unanticipated Future Response Costs incurred at the Site to the extent provided in Paragraph 20 of this Decree.

II. DEFINITIONS

2. Definitions. Unless otherwise expressly provided in this Decree, terms used in this Decree that are defined in CERCLA or in regulations promulgated under CERCLA shall have the meaning assigned to them in CERCLA or in such regulations. Whenever terms listed below are used in this Decree or in the appendices attached hereto and incorporated hereunder, the following definitions shall apply solely for purposes of this Decree:

a. "Affiliate" means, with respect to any specified person or entity, any other person or entity that, directly or indirectly, controls, is controlled by or is under common control with such specified person or entity; with the term "control" (and its derivatives) meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, contract or otherwise. The term "Affiliate" shall not include any entity identified on Attachment B.

b. "Cash Out Party" shall mean any Party, other than Colorado or CSMRI, that pays its Negotiated Share of Cash Out Payment pursuant to Paragraph 28 of this Decree.

c. "CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601-9675.

d. "CDPHE" shall mean the Colorado Department of Public Health and Environment, and any successor departments, agencies, or instrumentalities.

e. "Colorado" shall mean the State of Colorado and all of its agencies, departments, and instrumentalities including the Colorado School of Mines, and their officers, agents, and employees.

f. "CSM" shall mean the Colorado School of Mines.

g. "CSMRI" shall mean the Colorado School of Mines Research Institute, a Colorado non-profit corporation, now by name change known as Table Mountain Research Center.

h. "CSMRI Site" or "Site" shall mean the Colorado School or Mines Research Institute Site, located in Golden, Colorado, on the south side of Clear Creek, Section 33, Township 3 South, Range 70 West, including but not limited to the "Fenced Area, " the "Lower Terrace and Former Settling Pond Area, " the "Softball Area, " the athletic fields and the "Greater Clay Pits Area, " which comprise the CSMRI Site as depicted in Attachment A.

(i). "The Lower Terrace and Former Settling Pond Area" means that part of the CSMRI Site located immediately adjecent to the south side of Clear Creek, below the upper terrace area where the CSMRI Site buildings were located, part of which was formerly used for a tailings or settling pond for the research center. The Lower Terrace and Former Settling Pond Area is depicted in Attachment A.

(ii). The CSMRI Site does not include the CSMRI Table Mountain facility, a separate research facility located on McIntyre Street in unincorporated Jefferson County, Colorado.

i. "Day" shall mean a calendar day. In computing any period of time under this Decree, where the last day would fall on a Saturday, Sunday, or federal holiday, the period shall run until the close of business of the next working day.

j. "Decree" shall mean this Consent Decree and all attachments appended hereto. In the event of conflict between this Decree and any attachments, this Decree shall control.

k. "Effective Date of this Decree" shall mean the date on which the Court enters the Decree.

l. "EPA" shall mean the United States Environmental Protection Agency and any successor departments, agencies, or instrumentalities.

m. "Incurred" shall mean (i) with respect to a direct and/or out of pocket expense, the date the expense is paid; (ii) with respect to interest, the date interest accrues; and (iii) with respect to a task that has an indirect expense associated with it, the date the task is performed.

n. "Interest" shall mean interest at the current rate specified for interest on investments of the EPA Hazardous Substance Superfund established by 26 U.S.C. § 9507, compounded monthly, in accordance with 42 U.S.C. § 9607(a).

o. "Non-Cash Out Party" shall mean any Party, other than Colorado or CSMRI, that does not pay its Negotiated Share of Cash Out Payment pursuant to Paragraph 28 of this Decree.

p. "Paragraph" shall mean a portion of this Decree identified by an Arabic numeral or a lower-case letter.

q. "Parties" shall mean Colorado, Settling Private Parties, CSMRI and the United States.

r. "Response Costs" shall mean all costs of "response" as that term is defined in Section 101(25) of CERCLA, 42 U.S.C. §9601(25), for response actions conducted at or in connection with the Site.

(i). "Past Response Costs" shall mean all Response Costs incurred from June 1, 1997, through January 31, 2012, by Colorado. Past Response Costs shall also include that portion of S.M. Stoller invoice #120201 that exceeds $47, 274.03, the expenses for all other work performed to excavate, stockpile, remove, transport, dispose and analyze soil in 2011, and the expenses for site coordination tasks performed by CSM in January 2012, whether or not these expenses were "incurred" by January 31, 2012.

(ii). "Anticipated Future Response Costs" shall mean all Response Costs incurred after January 31, 2012, which are incurred pursuant to a work plan approved by CDPHE and which are necessary to address ground water contamination detected in the monitoring wells located on the Lower Terrace and Former Settling Pond Area in order to obtain a no further action determination, radioactive materials license termination, approval of institutional controls or similar action by CDPHE. Anticipated Future Response Costs do not include interest, legal fees and costs, or internal or indirect costs incurred by any Party, except Anticipated Future Response Costs include the reasonable costs of coordination of Site response activity, including administering the Joint Escrow Account described in Paragraph 7, by a CSM employee and reasonable and necessary compliance related, non-litigation legal fees associated with Site response activities. Anticipated Future Response Costs shall also include the first $47, 274.03 of S.M. Stoller invoice #120201.

(iii). "Unanticipated Future Response Costs" shall mean all Response Costs incurred after the date of entry of this Decree that are not Anticipated Future Response Costs.

s. "Section" followed by a Roman numeral shall mean a portion of this Decree identified by an uppercase Roman numeral.

t. "Settling Private Parties" shall mean those entities listed on Attachment C to this Decree; the respective predecessors, successors and past and present Affiliates of those entities; respective successors to such Affiliates (to the extent of their liability as successors); and all of such entities' respective officers, directors, agents and employees. CSMRI is not a Settling Private Party. The term "Settling Private Party" shall not include any entity identified on Attachment B.

u. "United States" shall mean the United States of America and all of its agencies, departments and instrumentalities, their officers, agents and employees, and all predecessors and successors to those entities, including but not limited to the Tennessee Valley Authority; United States Air Force; United States Army; United States Army Corps of Engineers; United States Bureau of Land Management, a bureau of the United States Department of the Interior; United States Bureau of Reclamation, a bureau of the United States Department of the Interior; United States Defense Logistics Agency, an agency of the United States Department of Defense; United States Defense Threat Reduction Agency; United States Department of Commerce; United States Department of Defense; United States Department of Energy; United States Department of the Interior; United States Forest Service; United States Geologic Survey, a bureau of United States Department of the Interior; United States Navy; United States National Institute of Standards And Technology, a bureau of the United States Department of Commerce; and the United States Office of Surface Mining, a bureau of the United States Department of the Interior.

III. PARTIES BOUND

3. Parties Bound. This Decree applies to and is binding upon Colorado, the Settling Private Parties, CSMRI, the United States and their successors and assigns. The execution of this Decree and all actions taken pursuant to this Decree shall not, under any circumstances, constitute or be construed as an admission by any Party of any fact or liability or a concession of any question of law with respect to the Site or with respect to any solid or hazardous wastes or hazardous substance allegedly contributed to or released at or from the Site. This Decree shall not constitute admissible evidence in any proceeding except in an action to seek enforcement of any terms herein or for the purpose of asserting the contribution protection provided in Paragraph 22, below. The Parties retain the right to controvert in any subsequent proceedings other than proceedings to implement or enforce this Decree, any and all issues of fact or law, unless this Decree specifically waives such right. The Parties agree not to contest the authority of any Party to enter into this Decree.

IV. SETTLEMENT PAYMENTS

4. Payment of Past Response Costs. As soon as reasonably practicable after the Effective Date of this Decree, each Non-Cash Out Party will pay to Colorado its negotiated share of the past response cost settlement amount of $7, 755, 000 ("Negotiated Share of Past Response Costs Settlement") as set forth in Attachment D to this Decree. The Cash Out Parties will not make any payments under this Paragraph 4, but their respective Negotiated Shares of Past Response Costs Settlement shall be paid from their respective Negotiated Shares of Cash Out Settlement paid to Colorado under Paragraph 28, with no further payment by the Cash Out Parties. In Colorado's sole discretion, the Past Response Costs settlement payments may be allocated to Colorado's costs related to Site cleanup, including attorneys' fees, costs and interest, incurred prior to the Effective Date of this Decree; provided, however, that any such allocation shall be of no effect in any future proceedings among the Parties. In lieu of CSMRI making any payment for Past Response Costs to Colorado or any other Party, CSMRI will not recover or seek to recover from any other Party any Response Costs CSMRI has incurred. If a payment required under this Paragraph is not made in full by a Non-Cash Out Party within 120 days after the Effective Date of this Decree, then the non-paying Party will incur Interest on its unpaid balance commencing on the 121st day after the Effective Date of this Decree. If a private Non-Cash Out Party fails to make full payment of its Negotiated Share of Past Response Costs Settlement referenced in Attachment D, Colorado may, in addition to any other available remedies or sanction, move the Court to enforce that Party's obligation. The prevailing Party in any such enforcement action shall be entitled to recover reasonable legal fees and costs.

5. Payment Instructions for Past Response Costs. Payments to Colorado made pursuant to Paragraph 4 shall be made by electronic wire transfer or by certified or cashier's check made payable to "Colorado School of Mines." If payment is by electronic wire transfer, the transfer shall be directed to the following account:

If payment will be made by check, each check shall reference the name and address of the Party making payment, this Decree, and the CSMRI Site name. The payment to Colorado shall be sent to: Colorado School of Mines, Senior Vice-President for Finance and Administration, 1500 Illinois Street, Golden, Colorado XXXXX-XXXX. At the time of payment, each Party shall send a notice to the Colorado School of Mines, Office of Legal Services, 1500 Illinois Street, Golden, Colorado XXXXX-XXXX, indicating that its payment was made.

6. Insurance. Colorado has obtained or will obtain the policy of environmental impairment liability insurance ("Insurance Policy") set forth in Attachment E for an area that will include the Site. All of the Settling Private Parties and CSMRI shall be additional insureds under such Insurance Policy. The Parties contemplate that, subject to its terms and conditions, the Insurance Policy will cover Unanticipated Future Response Costs, natural resource damages and other categories of claims and damages relating to the Site.

7. Anticipated Future Response Costs; Establishment and Administration of an Escrow Account.

a. Each Non-Cash Out Party and Colorado shall pay Anticipated Future Response Costs pursuant to this Paragraph 7 and Paragraph 9 in an amount equal to its share of Anticipated Future Response Costs set forth in Attachment D to this Decree, as modified pursuant to Paragraphs 28(a) and (b) ("Negotiated Share of Anticipated Future Response Costs").

b. Colorado shall establish a joint escrow account (the "Joint Escrow Account") which shall be the repository for funds held to pay Anticipated Future Response Costs. The Joint Escrow Account shall be subject to audit and inspection by any Non-Cash Out Party. Within a reasonable time after the Effective Date of this Decree, the Non-Cash Out Parties and Colorado shall deposit into the Joint Escrow Account their respective shares of $224, 460 as established by the Negotiated Shares of Anticipated Future Response Costs (on a percentage basis). Of the $84, 052.05 S.M. Stoller invoice #120201 dated February 16, 2012 for work performed during the period of December 26, 2011 through January 29, 2012, $47, 274.03 will be paid from the joint escrow account. The Parties' combined sum of $224, 460 represents the Parties' current expectation of the funds needed to complete required known response actions at the Site, subject to the Replenishment provisions of Paragraph 9 herein. The Parties expect that this sum will be expended in calendar year 2012. The Joint Escrow Account will be administered by Colorado's Representative(s). Payment shall be made pursuant to the instructions in Paragraph 5. If payment will be made by check, each check shall reference the name and address of the Party making payment, this Decree, the CSMRI Site name, and that the check is for deposit to the Joint Escrow Account.

c. The requirements to establish, fund and replenish a Joint Escrow Account and to provide Notices of Assessment (as described in Paragraph 9 herein) may be waived or modified by the written agreement of Colorado and all Non-Cash Out Parties. Any written agreement entered under this Paragraph 7(c) shall modify only the process for making and accounting for payments of Anticipated Future Response Costs. All other terms of this Decree, including but not limited to the terms governing cost shares, work plans, budgets, dispute resolution and the termination of obligations, shall be unchanged by such an agreement. The Parties shall not be required to obtain judicial approval of any agreement entered under this Paragraph 7(c).

8. Work Plans and Anticipated Future Response Costs.

a. Each of the Non-Cash Out Parties shall designate one or more representatives (the "Non-Cash Out Parties' Representative(s)") and Colorado shall designate one or more representatives ("Colorado's Representative(s)") to consult on Anticipated Future Response Costs.

b. At least quarterly, and more often as warranted by Site conditions, the Non-Cash Out Parties' Representative(s) and their respective consultants, if any, will meet with Colorado's Representative(s) and consultants to discuss steps necessary to address ground water contamination detected in the monitoring wells located on the Lower Terrace and Former Settling Pond Area, including 1) the progress of any ongoing work at the Site, 2) the drafting of any work plans, 3) consultations or submissions to CDPHE or other regulators, and 4) a budget for the next year's Anticipated Future Response Costs (the "Consultation Meeting"). In developing work plans and budgets for Anticipated Future Response Costs, Colorado will consider all reasonable proposals of the Non-Cash Out Parties' Representative(s).

c. Work plans and budgets for Anticipated Future Response Costs shall include only work necessary and reasonable in order to obtain a no further action determination, radioactive materials license termination, the approval of institutional controls or similar action by CDPHE that terminates response activities with respect to ground water contamination detected in the monitoring wells located in the Lower Terrace and Former Settling Pond Area. Colorado will, when reasonable and appropriate, implement institutional controls and/or engineering controls or their functional equivalent to minimize risks and costs. Colorado's implementation of such controls will be subject to review and approval by the Colorado School of Mines Board of Trustees, which approval shall not be unreasonably withheld.

d. Within a reasonable time before any Consultation Meeting, Colorado will provide the Non-Cash Out Parties' Representative(s) with a statement showing the Joint Escrow Account balance, transactions in the Account since the last such statement was provided, any proposed response actions, and a budget for Anticipated Future Response Costs for the coming year ("Paragraph 8(d) Statement").

e. If, between Consultation Meetings, conditions at the Site require unbudgeted expenditures totaling $50, 000 or more, as soon as the need for the expenditures is established, Colorado's Representative(s) will provide the Non-Cash Out Parties' Representative(s) with written notice of the identified condition at the Site requiring the unbudgeted expenditures.

9. Replenishment of Joint Escrow Account.

a. Promptly after each Consultation Meeting, Colorado will provide the Non-Cash Out Parties' Representatives with a final budget for the next twelve months' Anticipated Future Response Costs. In December 2012, and annually thereafter, Colorado will provide the Non-Cash Out Parties' Representatives, and their agents designated pursuant to Paragraph 27, with a Notice of Assessment if a shortfall is projected (the "Projected Shortfall") between the Joint Escrow Account balance and the budgeted Anticipated Future Response Costs for the upcoming calendar year. Each of the private Non-Cash Out Parties and Colorado shall, within a reasonable time after such Notice of Assessment, deposit an amount equal to its Negotiated Share of Anticipated Future Response Costs (on a percentage basis) multiplied by the Projected Shortfall.

b. If the United States does not cash out, Colorado shall deposit the United States' Negotiated Share of Anticipated Future Response Costs (on a percentage basis) multiplied by the Projected Shortfall into the Joint Escrow Account. Colorado shall make such deposits within a reasonable time after it provides the first Notice of Assessment in December 2012, and annually thereafter. Within a reasonable time after December 31, 2013, and annually thereafter, the United States shall reimburse Colorado outside of the Joint Escrow Account in an amount equal to the Account's actual expenditures during the preceding year multiplied by the United States' Negotiated Share of Anticipated Future Response Costs (on a percentage basis). The United States shall make any such payments in accordance with Paragraph 5.

c. If any Notice of Assessment remains unpaid 120 days after receipt, the responsible Party shall incur Interest on the unpaid balance commencing on the 121st day.

10. Dispute Resolution.

a. Any Non-Cash Out Party, alone or in conjunction with any other Non-Cash Out Party(ies), may dispute all or part of any response action, proposed or final budget, expenditure or Notice of Assessment that Colorado asserts relates to Anticipated Future Response Costs (the "Disputed Matter"). Colorado may proceed with any response action it has selected pending resolution of the dispute. A dispute is initiated by submitting the written basis for the dispute to Colorado, with a copy to all other Non-Cash Out Parties, and requesting a meeting to seek agreed resolution of the dispute. If after 45 days an agreed resolution is not reached, a Non-Cash Out Party acting alone or with any other Non-Cash Out Party(ies) may petition the Court to resolve the dispute pursuant to the jurisdiction retained under this Decree. Failure to file such a petition with the Court within 120 days after Colorado receives the written notice of dispute shall constitute a waiver of the Disputed Matter, unless all affected Parties agree to extend such time. Grounds for dispute are limited to allegations that all or part of the Disputed Matter:

(1) included or resulted from an accounting error, or
(2) included or resulted from costs that were not, or would not be, Anticipated Future Response Costs, or
(3) included, resulted from, or would result from an expenditure for a response action that does not constitute a reasonable response necessary to comply with applicable statutes or regulations, or that was reasonably avoidable or unnecessary.

b. To prevail in the dispute, the objecting Party or Parties has (have) the burden of proving one of the three grounds for dispute set forth in Paragraph 10(a) by clear and convincing evidence. If the Court finds that the objecting party has satisfied its burden as to the Disputed Matter, Colorado will reimburse the Joint Escrow Account for that part of the expenditure, will not apply Joint Escrow Account funds to that part of the expenditure, or the disputed Notice of Assessment will be decreased, as appropriate. No other remedy shall be available for a Disputed Matter. Disputes shall not delay the payment of expenditures from the Joint Escrow Account or continued work at the Site; however, the disputed portion of a Notice of Assessment shall not be due and payable while the Disputed Matter remains pending.

c. No dispute under this Paragraph 10 shall be based on the allegation that a particular response action selected by Colorado is or is not or might not be consistent with the National Contingency Plan.

11. Termination of Obligation to Pay Anticipated Future Response Costs or To Replenish Joint Escrow Account,

a. The obligations of Colorado and the Non-Cash Out Parties to pay Anticipated Future Response Costs and/or to replenish the Joint Escrow Account will terminate when CDPHE issues a no further action determination, issues a radioactive materials license termination, accepts an institutional control or takes similar action that confirms that further remedial action is not required with respect to the ground water contamination detected in the monitoring wells on the Lower Terrace and Former Settling Pond Area.

b. Within 30 days after the event that terminates the obligations of Colorado and the Non-Cash Out Parties to pay Anticipated Future Response Costs and/or to replenish the Joint Escrow Account, any money remaining in or due to the account will be distributed to Colorado and the Non-Cash Out Parties, allocated pursuant to the Negotiated Shares of Anticipated Future Response Costs set forth in Attachment D, subject to resolution of any Disputed Matters pursuant to Paragraph 10. Colorado shall receive any distribution that would have been allocated to the United States or to any Cash Out Party.

c. After the termination of obligations pursuant to Paragraph 11(a), if CDPHE, EPA, or a similar State or Federal regulatory entity requires further work necessary to address ground water contamination detected in the monitoring wells on the Lower Terrace and Former Settling Pond Area, any Response Costs incurred by Colorado to perform such further work shall be deemed Unanticipated Future Response Costs subject to the requirements of Paragraph 20 of this Decree.

12. Federal Anti-Deficiency Act and State Fund Availability Limitation. Payment by the United States pursuant to this Decree is subject to the availability of funds appropriated for such purpose. No provision of this Decree shall be interpreted or constitute a commitment or requirement that the United States obligate or pay funds in contravention of the Anti-Deficiency Act, 31 U.S.C. § 1341, or other applicable appropriations laws. Financial obligations of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. No provision of this Decree shall be interpreted or constitute a commitment or requirement that Colorado indemnify another Party or encumber or pay funds in contravention of the limitations on indebtedness contained in the state constitution and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the State of Colorado within the meaning of section 20(4) of article X of the state constitution.

13. Payment for Shares that Become Orphan Shares. In the event that any one or more of the Non-Cash Out Parties fails to make any payment to the Joint Escrow Account as required under Paragraph 9 of this Decree because that Party has become insolvent, defunct, or legally unable to pay, the remaining Non-Cash Out Parties and Colorado will pay the deficiency in the proportions set forth in Paragraph 9 for replenishment of the Joint Escrow Account, such proportions however to be recomputed excluding the Party unable to pay in proportion to the remaining parties' previous allocations. If Colorado fails to make a payment to the Joint Escrow Account as required under this Decree, no further Assessment may be made on the Non-Cash Out Parties until Colorado cures such failure. If judicial action is taken among any Parties except the United States to collect any payment due under Paragraph 9, the prevailing party shall be entitled to recover reasonable legal fees and costs. The obligations of Non-Cash Out Parties under this Decree shall not be affected in the event that any Cash Out Party defaults on its obligations under this Decree.

14. Termination of Radioactive Materials License. Contemporaneous with the Effective Date of this Decree, or as soon thereafter as the Colorado School of Mines and CDPHE determine the appropriate scope of a license in the name of the School, CSMRI will apply to CDPHE to terminate or modify the CSMRI License and Colorado, through the Colorado School of Mines, will contemporaneously apply for a new, modified or transferred radioactive materials license or for the adoption of institutional controls as described in Paragraph D. If the Colorado School of Mines applies for or is issued a radioactive materials license or if institutional controls are adopted for any part of the Site by CDPHE, the United States, the Settling Private Parties and CSMRI do not reserve and expressly waive any claims or defenses that such application or issuance in and of itself establishes or is evidence that Response Costs incurred by Colorado were or were not incurred as part of a voluntary clean up or that Colorado is responsible for the liability of CSMRI. Notwithstanding the preceding sentence, the United States, the Settling Private Parties and CSMRI do reserve and expressly do not waive any claims or defenses that other facts and law, including Colorado and CSMRI actions prior to such application and issuance, establish or are evidence that Response Costs incurred by Colorado were or were not incurred as part of a voluntary clean up or that Colorado is responsible for the liability of CSMRI

V. COVENANTS AND RELEASES

15. Settling Private Parties, United States, CSMRI and Colorado Covenants. Except as specifically provided in Section VI of this Decree, each Party covenants not to sue or take administrative action against any other Party pursuant to Sections 107(a) or 113 of CERCLA, 42 U.S.C. §§ 9607 or 9613, or any other provision of state or federal law, for Response Costs. These covenants extend only to the Parties and do not extend to any other person. With respect to each Party, individually, each covenant is conditioned upon the satisfactory performance by such Party of all of its obligations and covenants under this Decree. These covenants not to sue shall take effect upon the Effective Date of this Decree.

16. Releases by Colorado. Upon the Effective Date of this Decree, Colorado releases all claims, causes of action, suits, or demands of any kind whatsoever in law or in equity Colorado now has, may have had, or hereafter may have against the Settling Private Parties, the United States and CSMRI relating in any way to the CSMRI Site except as provided in the Reservation of Rights set forth in Paragraph 18 of this Decree and the Reservation of Rights to Seek Unanticipated Future Response Costs provided in Paragraph 20 of this Decree. This release includes, but is not limited to, claims and causes of action pursuant to any Federal, State, or local law, regulation, or ordinance, or the common law, including but not limited to claims or causes of action for cost recovery, contribution, recoupment, indemnity, claims sounding in tort, claims arising under the common law, or claims or causes of action under Sections 106, 107, or 113 of CERCLA, 42 U.S.C. §§ 9606, 9607, or 9613, the Resource Conservation and Recovery Act and Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq., the Atomic Energy Act of 1954, 42 U.S.C. § 2011 et seq. , the Clean Water Act, 33 U.S.C. § 1215 et seq. , the Safe Drinking Water Act, 42 U.S.C. § 300f et seq. , the Clean Air Act, 42 U.S.C. § 7401 et seq. , the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. , and their regulations.

17. Releases by Settling Private Parties, CSMRI and the United States. Upon the Effective Date of this Decree, the Settling Private Parties, CSMRI and the United States respectively release all claims, causes of action, suits, or demands of any kind whatsoever in law or in equity the Settling Private Parties, CSMRI and the United States now have, may have had, or hereafter may have against Colorado and each other relating in any way to the CSMRI Site except as provided in the Reservation of Rights set forth in Paragraph 19 of this Decree and the Reservation of Rights to Seek Unanticipated Future Response Costs set forth in Paragraph 20 of this Decree. This release includes, but is not limited to, claims and causes of action pursuant to any Federal, State, or local law, regulation, or ordinance, or the common law, including but not limited to claims or causes of action for cost recovery, contribution, recoupment, indemnity, claims sounding in tort, claims arising under the common law, or claims or causes of action under Sections 106, 107, or 113 of CERCLA, 42 U.S.C. §§ 9606, 9607, or 9613, the Resource Conservation and Recovery Act and Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq. , the Atomic Energy Act of 1954, 42 U.S.C. § 2011 et seq. , the Clean Water Act, 33 U.S.C. § 1215 et seq. , the Safe Drinking Water Act, 42 U.S.C. § 300f et seq. , the Clean Air Act, 42 U.S.C. § 7401 et seq. , the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. , and their regulations.

VI. RESERVATION OF RIGHTS

18. Reservations of Rights by Colorado. Except as provided in Paragraph 28, Colorado reserves, and this Decree is without prejudice to, all rights it might have against the Settling Private Parties, CSMRI, the United States or any person with respect to the following matters:

a. Claims based on failure to meet a requirement of this Decree;

b. As to parties other than the United States, criminal liability;

c. Claims arising from any future arrangement for disposal or treatment of a hazardous substance, pollutant, or contaminant at the CSMRI Site by Settling Private Parties, CSMRI or the United States after entry of this Decree, other than at the direction of Colorado;

d. Claims for damages for injury to, destruction of, or loss of natural resources and for the costs of any natural resource damage assessments;

e. Claims for Unanticipated Future Response Costs, but only in accordance with and to the extent provided in Paragraph 20;

f. Claims raised in response to and arising out of the same circumstances as claims made by Settling Private Parties and/or the United States, pursuant to Paragraph 19 (Reservation of Rights) or Paragraph 20;

g. Any exercise of statutory or regulatory authority by CDPHE or other similar or successor State agency acting in a regulatory capacity to protect public health and environment, or any State agency acting in the capacity of natural resources trustee, except that this Paragraph 18(g) shall not be construed to restrict the contribution protection provided in Paragraph 22, below.

To the extent that any reservation of rights under this Paragraph 18 depends on a Party's actions or failure to act, the reservation shall apply only with respect to the Party committing the action or failure to act.

19. Reservation of Rights by the Settling Private Parties, CSMRI and the United States. Except as provided in Paragraph 28, the Settling Private Parties, CSMRI and the United States reserve, and this Decree is without prejudice to, all rights they or any of them might have against Colorado, each other or any other person with respect to the following matters:

a. Claims based on failure to meet a requirement of this Decree;
b. Criminal liability;
c. Claims arising from any future arrangement for disposal or treatment of a hazardous substance, pollutant, or contaminant at the CSMRI Site by Colorado or any other person after entry of this Decree;
d. Claims for damages for injury to, destruction of, or loss of natural resources and for the costs of any natural resource damage assessments;
e. Claims against other Parties for Unanticipated Future Response Costs, but only in accordance with and to the extent provided in Paragraph 20;
f. Claims against other Parties raised in response to and arising out of the same circumstances as claims made or rights exercised by Colorado pursuant to Paragraph 18 (Reservation of Rights) or Paragraph 20 (Reservation of Rights to Seek Recovery of Unanticipated Future Response Costs), or by any other Party pursuant to this Paragraph 19; and
g. Notwithstanding any other provision of this Decree, the United States on behalf of EPA and any federal natural resource trustee agency reserves, and this Decree is without prejudice to, and the covenants set forth in Paragraph 15 and releases set forth in Paragraph 17 shall not apply to, any and all rights, claims, causes of action, or authorities, including without limitation injunctive relief or administrative enforcement, the United States on behalf of EPA and any federal natural resource trustee agency has or may have against Colorado, CSMRI, and/or the Settling Private Parties regarding the Site. This Paragraph 19(g) shall not be construed to restrict the contribution protection provided in Paragraph 22, below.

To the extent that any reservation of rights under this Paragraph 19 depends on a Party's actions or failure to act, the reservation shall apply only with respect to the Party committing the action or failure to act.

20. Reservation of Rights to Seek Recovery of Unanticipated Future Response Costs.

a. Notwithstanding any other provision of this Decree, Colorado reserves, and this Decree is without prejudice to, the right of Colorado to institute proceedings to seek Unanticipated Future Response Costs incurred after the Effective Date of this Decree against any Non-Cash Out Parties if Colorado incurs Unanticipated Future Response Costs totaling in excess of $250, 000 (exclusive of any accrued interest) that are not reimbursed by insurance or future recoveries for Unanticipated Future Response Costs from CSMRI or entities not Parties to this Decree. For purposes of this Paragraph 20(a), appropriations or grants made by the State of Colorado shall not be deemed future recoveries from an entity not a Party to this Decree. Prior to instituting proceedings to seek additional Unanticipated Future Response Costs, Colorado and the remaining Non-Cash Out Parties will meet and confer to determine if the matter can be resolved without litigation. If such remaining Parties cannot agree, Colorado may demand payment. If payment is refused, Colorado may pursue a claim for such costs in a separate action or under the jurisdiction retained by this Court under this Decree, subject to the following requirements:
(i). The Response Costs are Unanticipated Future Response Costs as defined by this Decree;
(ii). The Response Costs are incurred to address public health risks or environmental harm identified or confirmed by CDPHE, EPA or other similar or successor Federal or State agency acting in a regulatory capacity to protect public health and environment either (1) to comply with standards set forth in Federal or State statutes or regulations or (2) to comply with any order or directive of such Federal or State regulatory agency;
(iii). Colorado has made good faith best efforts to recover such Response Costs pursuant to any applicable insurance policy in effect, such as Attachment E, Colorado's current insurance policy, but the Response Costs are not reimbursed pursuant to such claim; and
(iv). Colorado's recovery of any Unanticipated Future Response Costs is limited to such costs that cumulatively exceed $250, 000 and are not reimbursed by insurance or future recoveries for Unanticipated Future Response Costs from entities not Parties to this Decree.
b. Except as provided in Paragraphs 14 and 28, the United States and Settling Private Parties also reserve, and this Decree is without prejudice to, the right to assert claims against Colorado, CSMRI or each other for Unanticipated Future Response Costs:
(i) in the event that Colorado asserts a claim under this Paragraph 20;
(ii) in the event that a governmental entity requires any of the Settling Private Parties or the United States to incur or reimburse Unanticipated Future Response Costs; or
(iii) in the event that any person other than a Party seeks to compel the United States or any of the Settling Private Parties to reimburse or incur Unanticipated Future Response Costs.

VII. EFFECT OF SETTLEMENT; CONTRIBUTION PROTECTION

21. Effect of Settlement. This Decree was negotiated and executed by the Parties in good faith and at arm's length and is a fair and equitable compromise of claims which were vigorously contested. Each Party has had the opportunity to obtain, and has obtained to the extent deemed appropriate, legal advice and counsel regarding this Decree. The Parties agree that no Party shall be deemed to be the drafter or author of this Decree, and in the event this Decree is subject to interpretation or construction by a court of law, such court shall not construe this Decree or any portion thereof against any Party as the drafter of this Decree. This Decree shall not constitute or be construed as an admission of liability by any Party, nor is it an admission or denial of any factual allegation or an admission of violation of any law, rule, regulation, or policy by any of the Parties to this Decree. The provisions of this Decree shall bind and inure to the benefit of the Parties. Entry of this Decree does not in and of itself establish that the response actions Colorado has taken or will take in the Lower Terrace and Former Settling Pond Area are or are not voluntary.

22. Contribution Protection. The Parties agree, and by entering this Decree the Court finds, that this Decree constitutes a judicially-approved settlement for purposes of section 113(f)(2) of CERCLA, 42 U.S.C. § 9613(f)(2), and that the Settling Private Parties, CSMRI and the United States are entitled, as of the entry of this Decree, to protection from contribution actions or claims as provided by section 113(f)(2) of CERCLA, or as may otherwise be provided by law, including common law, for "matters addressed" in this Decree. The "matters addressed" in this Decree are all response actions taken or to be taken and all response costs incurred or to be incurred at or in connection with the Site, by Colorado or any other person other than EPA; provided, however, that if any Party exercises rights under the provisions of Paragraph 20, the "matters addressed" in this Decree will no longer include those response costs or response actions that are within the scope of the exercised provisions of Paragraph 20. No Cash-Out Party(ies) shall be subject to claims or proceedings by any other Party under the provisions in Paragraph 20. The "matters addressed" in this Decree shall not be limited by the provisions in Paragraph 20 as to any Cash-Out Party(ies).

VIII. MODIFICATION OF DECREE TERMS

23. Modification of Decree Terms. With the exception of modifying the process for making and accounting for payments of Anticipated Future Response Costs as provided in Paragraph 7(c), changing the designation of agent as provided in Paragraph 27, and mutually agreed upon extensions of time, this Decree may be amended, modified, or supplemented only by a writing signed by each of the Parties and approved by the Court. Any Party may in writing waive any provision of this Decree to the extent such provision is for the benefit of the waiving Party. No action taken pursuant to this Decree by any Party shall be deemed to constitute a waiver of any other Party's compliance with provisions of this Decree.

IX. MISCELLANEOUS PROVISIONS

24. Collection Actions against Non-Parties. Certain entities, not Parties to this Decree, may have liability to Colorado, the Settling Private Parties and/or the United States for payment or reimbursement of Past Response Costs or Anticipated Future Response Costs. If Colorado collects such costs from non-Parties, the first $600, 000 collected from such non-Parties after January 31, 2012, net of Colorado's reasonable collection expenses and the Settling Private Parties' and the United States' reasonable legal fees and expenses in connection with Colorado's collection efforts incurred after January 31, 2012, shall be retained by Colorado. Any amount collected above $600, 000, net of Colorado's reasonable collection expenses and the Settling Private Parties' and the United States' reasonable legal fees and expenses in connection with discovery proceedings in Colorado's collection actions incurred after the date of this Decree, shall be credited to Colorado and the Non-Cash Out Parties according to their respective Negotiated Shares of Anticipated Future Response Costs as defined in Paragraph 7(a). If such a Colorado collection proceeding ("Colorado Action") results in contribution action(s) being filed against any Settling Private Party or the United States, the Party(ies) against whom such contribution actions are brought will be entitled to be reimbursed for their reasonable legal fees and expenses in defending such actions from the proceeds of all Colorado Actions instituted after January 31, 2012 (other than this Action) as set forth in this Paragraph 24.

25. Integration/Attachments. This Decree and its attachments constitute the final, complete and exclusive agreement and understanding among the Parties with respect to this Decree. The Parties acknowledge that there are no representations, agreements or understandings other than those expressly contained in this Decree. The following attachments are appended to and incorporated into this Decree:

"Attachment A" is the map of the CSMRI Site, including the Lower Terrace Area and Former Settling Pond Area.
"Attachment B" is the list of entities that are excluded from the definition of
"Affiliate" in paragraph 2(a).
"Attachment C" is a list of the Settling Private Parties.
"Attachment D" is the list of negotiated share percentages and negotiated settlement amounts for each Party.
"Attachment E" is the Colorado Insurance Policy.

26. Signatories and Service. Each undersigned representative of a Party certifies that he or she is authorized to enter into the terms and conditions of the Decree and to execute and bind legally such Party to this document.

27. Designation of Agent. Each Party shall identify on the attached signature page, the name and address of an agent who is authorized to accept notice under this Decree by mail on behalf of that Party with respect to all matters arising under or relating to this Decree. Any Party may change its designated agent for receiving notice by informing the other Parties' designated agents in writing.

28. Cash Out.

a. Within 90 days after the Effective Date of this Decree, any Settling Private Party and/or the United States may fully settle its liability for Response Costs by paying to Colorado, according to Paragraph 5, an amount equal to its negotiated share of the cash out settlement amount of $14, 950, 000 ("Negotiated Share of Cash Out Settlement"), as set forth in Attachment D to this Decree. Such Cash Out Parties will make no payments under Paragraph 4, 7, 9, or 13, will not share in any distribution of funds remaining in or due to the Joint Escrow Account under Paragraph 11 and will not share in any split of net funds recovered by Colorado under Paragraph 24. The Cash Out Parties shall not be subject to any claim or proceeding instituted by any Party under the provisions of Paragraph 20, or under the Reservation provisions of Paragraphs 18(e), 18(f), 19(e) or 19(f) of this Decree, but they are specifically subject to the Reservation provisions of Paragraphs 18(g) and 19(g) of this Decree. To be eligible to cash out under this Paragraph 28(a), the Party must notify Colorado of its intent to cash out prior to the lodging of this Decree with the Court.

b. The Negotiated Share of Cash Out Settlement is paid to settle each Cash Out Party's liability for Response Costs. Each Cash Out Party's Negotiated Share of Anticipated Future Response Costs, as set forth in Attachment D, shall be reduced to zero (0) and Colorado's Negotiated Share of Anticipated Future Response Costs shall be increased in an amount equal to the total shares assigned to Cash Out Parties in Attachment D. In addition, as between the Parties, Cash Out Parties are assigned a zero (0) percent share of Unanticipated Future Response Costs. The Parties acknowledge the possibility that a Cash Out Party may incur or reimburse Unanticipated Future Response Costs due to, among other things: (i) exercise of any right reserved in Paragraphs 18(g) or 19(g); or (ii) a claim or action brought against a Cash Out Party by a non-Party that might not be barred by contribution protection as provided by 42 U.S.C. § 9613(f)(2) for matters addressed in this Decree despite good faith efforts to obtain or enforce such a bar. Notwithstanding any other provision in this Decree, the Parties agree that, as between them, responsibility for Unanticipated Future Response Costs incurred by or sought from any Cash Out Party should be determined in a manner consistent with Paragraphs 28(a) and (b), which are intended to resolve all liability of the Cash Out Parties with respect to Response Costs. Therefore, should any order, claim or action compel or seek to compel a Cash Out Party to incur or reimburse Unanticipated Future Response Costs, the Cash Out Parties reserve the right to assert contribution claims against the other Parties, in which case, as between the Parties, the Cash Out Parties' liability shall be deemed satisfied by their payments pursuant to Paragraph 28(a) and any allocation of Unanticipated Future Response Costs shall assign zero share to them. Nothing in this Paragraph 28 or otherwise or in this Decree shall be interpreted to increase the equitable allocation to any Non-Cash Out Party, or increase any amount to be paid by any Non-Cash Out Party, for any Unanticipated Future Response Costs.

29. Preservation of Prior Settlements. Certain Affiliates of some of the Settling Private Parties have previously entered into settlement agreements, including consent orders or decrees, related to the CSMRI Site. Nothing in this Decree shall modify or supersede in any way the terms of such prior settlement agreements. Rather, with respect to such Affiliates, this Decree establishes additional terms and conditions that will apply to any claims, causes of action, suits or demands of any kind whatsoever in law or in equity that might otherwise be permitted by the prior settlement agreements.

30. Transfer of Site. Colorado's obligations under this Decree shall survive the sale, donation, transfer or other disposal of all or part of the CSMRI Site. Except for the potential transfer of land or an interest in land to the City of Golden for purposes of a bicycle or recreational path and any utility casements to the City of Golden, Colorado shall not transfer the CSMRI Site, or any interest in or portion thereof, prior to termination of the Parties' obligation to pay Anticipated Future Response Costs. Upon any transfer by Colorado of the CSMRI Site or any interest in or portion thereof, Colorado shall require the transferee to waive, for itself and any successor owners of such interest, any claims it (or they) may have against the Parties to this Decree arising from environmental conditions at the Site resulting from activities at the Site during its years of operation.

31. Limitation on Use of Payment Agreements

a. Payment Agreements. The Parties have agreed in this Decree, and the Court orders in approving this Decree, that the Parties will make certain payments as described in Paragraphs 4, 7, 9, and 28. The specific amounts and/or allocated shares for all such payments are set out in Attachment D and Paragraphs 7(a) and 28(a) and (b). Collectively, these agreements on payment and allocation are referred to as "Payment Agreements."

b. Use of Payment Agreements. The Payment Agreements are fully binding and enforceable as obligations under the specific Paragraphs of this Decree in which they are set out.

c. Non-Use of Payment Agreements. The Payment Agreements are made and included in this Decree solely as an accommodation to reach settlement and to avoid the cost of litigation. Each Party denies liability for Response Costs or other claims at or relating to the Site. The Payment Agreements are the result of arms-length negotiations and reflect compromises of the Parties' claims and defenses in exchange for valuable consideration. The Payment Agreements shall not be a precedent for and shall not apply to any other claims arising under this Decree or otherwise, whether brought by a Party or a non-Party to this Decree, including but not limited to claims for Unanticipated Future Response Costs, claims pursuant to Paragraph 20, or claims or defenses asserted under a Reservation of Rights pursuant to Paragraph 18 or 19 (specifically including but not limited to claims for or relating to natural resource damages).

32. United States' Exemption from Certain Defenses. In any subsequent administrative or judicial proceeding initiated by the United States on behalf of EPA or any federal natural resource trustee agency for injunctive relief, recovery of response costs, or other appropriate relief relating to the Site, neither Colorado, CSMRI, nor the Settling Private Parties shall assert or maintain any defense or claim based upon the principles of waiver, res judicata, collateral estoppel, issue preclusion, claim-splitting, or other defense based upon any contention that the claims raised by the United States on behalf of EPA or any federal natural resource trustee agency in the subsequent proceeding were or should have been brought in the present case; provided, however, that nothing in this Paragraph affects the enforceability of Paragraphs 15, 16 or 17.

33. Effect of Disapproval or Vacatur of Decree. The State, CSMRI, Settling Private Parties and the United States consent to the entry of this Decree in the form presented and mutually agreed to by the parties without further notice. If for any reason the Court should decline to approve or enter this Decree in the form presented and mutually agreed to by the Parties, or if approval or entry is subsequently vacated on appeal of such approval and entry, this Decree shall be void and the terms of this Decree may not be used as evidence in any litigation among the Parties.

Attachment B

List of Entities Excluded From the Definition of Affiliate

Attachment C Non-Exclusive List of Settling Private Parties

The entities listed below, all of their respective predecessors, successors and past and present Affiliates, all of the respective successors to such Affiliates (to the extent of their liability as successors), and all of such entities' respective officers, directors, agents and employees are "Settling Private Parties" as defined by Consent Decree Paragraph 2(t). "Settling Private Party" shall not include any entity identified on Attachment B.

Negotiated Shares of Past Response Costs Settlement

Party Share of Past Response Costs Settlement B.P. America Inc. $902, 000 Chevron Corporation $509, 000 Cotter Corporation $75, 000 Elf Aquitaine, Inc. $630, 000 Exxon Mobil Corporation $537, 000 Freeport-McMoRan $1, 147, 000 Industrial Minera Mexico, S.A. de C.V. $32, 000 Mexicana de Cobre, S.A. de C.V. $117, 000 Terra Industries, Inc. $107, 000 United States $3, 699, 000 TOTAL $7, 755, 000

This document is for settlement purposes only. It does not admit liability or any share of liability as to any party. It is specifically subject to Paragraphs E, 3 and 31 of Consent Decree.

Negotiated Shares of Anticipated Response Costs

Party Percent Share of Dollar Share of Initial All Anticipated Payment of Response Costs Anticipated Response Costs B.P. America Inc. 8.54% $19, 169 Chevron Corporation 6.22% $13, 961 Cotter Corporation.71% $1, 594 Elf Aquitaine, Inc. 5.96% $13, 378 Exxon Mobil Corporation 5.08% $11, 403 Freeport-McMoRan 10.86% $24, 376 Industrial Minera Mexico, .30% $673 S.A. de C.V. Mexicana de Cobre, S.A. de 1.11% $2, 492 C.V. Terra Industries, Inc. 1.02% $2, 289 United States 40.2% $90, 233 Subtotal 80.00% $179, 568 Colorado 20.00% $44, 892 TOTAL 100.00% $224, 460

This document is for settlement purposes only. It does not admit liability or any share of liability as to any party. It is specifically subject to Paragraphs E, 3 and 31 of Consent Decree.

Negotiated Shares of Cash Out Settlement

Party Share of Cash Out Settlement B.P. America Inc. $1, 670, 214 Chevron Corporation $1, 069, 156 Cotter Corporation $139, 018 Elf Aquitaine, Inc. $1, 165, 149 Exxon Mobil Corporation $993, 127 Freeport-McMoRan $2, 122, 271 Industrial Minera Mexico, S.A. de C.V. $60, 008 Mexicana de Cobre, S.A. de C.V. $217, 028 Terra Industries, Inc. $198, 025 United States $7, 316, 004 TOTAL $14, 950, 000

This document is for settlement purposes only. It does not admit liability or any share of liability as to any party. It is specifically subject to Paragraphs E, 3 and 31 of Consent Decree.


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