IN THE MATTER OF BIG RIVER STEEL, LLC ORDER NO. 4 · IN THE MATTER OF BIG RIVER DOCKET NO. 13-006-P STEEL, ... held between counsel for Nucor Corporation, Nucor-Yamato Steel ... 2014

ARKANSAS POLLUTION CONTROL AND ECOLOGY COMMISION

IN THE MATTER OF BIG RIVER

DOCKET NO. 13-006-P STEEL, LLC

ORDER NO. 4

NOTICE OF HEARING

On Thursday, November 7, 2013, a preliminary hearing was

held between counsel for Nucor Corporation, Nucor-Yamato Steel

Company (collectively "NSA"), Big River Steel, LLC ("Big River")

and the Arkansas Department of Environmental Quality ("ADEQ").

Various matters, including the establishment of a procedural

schedule, were discussed at the hearing. The administrative law

judge ("AUJ") finds:

1. The parties are entitled to be present at the hearing,

to be represented by counsel, and to present evidence and

argument on all issues properly raised in this proceeding.

2. The testimony of all witnesses will be taken under oath.

3. The hearing will be recorded by a court reporter.

4. Discovery shall be completed no later than Friday,

January 17, 2014. Discovery is to be asked and answered by this

deadline. Therefore, interrogatories are to be submitted so that

the responding party will have the time allotted under the

Arkansas Rules of Civil Procedure in which to answer by the

discovery deadline date.

5. Motions are to be filed as soon as possible but no later

than Friday, January 31, 2014. This deadline does not apply to a

DOCKET NO. 13-006-P ORDER NO. 4

PAGE 2

motion for summary judgment, which must be filed 45 days prior

to trial. Arkansas Rules of Civil Procedure, Rule 56(a).

6. During the preliminary hearing the parties discussed

the possibility of submitting pre-filed testimony in order to

expedite the hearing process. The ALJ believes pre-filed

testimony will be beneficial in understanding the issues raised

in this appeal, and requires the parties to file pre-hearing

testimony for each witness on their respective witness lists by

Friday, February 7, 2014.

7. Each party shall file with the Commission by Friday,

February 7, 2014, an original and (1) copy of the following

items and shall serve a copy on each other:

A. WITNESS LIST. A list of witnesses which shall include: (i) The name and address of each witness who will be called to testify; (ii) A summary of the testimony to be given by each witness; (iii) If the witness is an expert, a summary of the expert's opinion testimony; (iv) A separate statement by legal counsel of what is expected to be proven through each witness.

B. EXHIBITS. A list of the exhibits in the order they are reasonably anticipated to be introduced into evidence and the name of the witness that will sponsor the exhibit. However, do not pre -number exhibits. Exhibits will be numbered as they are introduced or stipulated to during the hearing.

C. STIPULATION OF FACTS. A list of uncontested facts and exhibits that the parties have agreed to stipulate to shall be provided before the hearing, if at all possible.

D. PRE -HEARING BRIEFS. A pre-hearing brief that sets forth:


PAGE 3

(i) The issues of fact expected to be contested; (ii) The issues of law expected to be contested; (iii) A summary of the facts and law that support the party's position.

E. SUMMARY JUDGMENT. If any party files a motion for summary judgment, with a response filed by the non-moving party, the parties will not be required to file a pre-hearing brief.

8. The parties are relieved from complying with the filing

requirements in Paragraph 7 if the parties file a settlement or

PAR by Friday, February 7, 2014.

9. A pre-hearing conference will not be held. If the

parties desire to have a pre-hearing conference they are

instructed to notify the Commission Secretary via email by

Monday, February 3, 2014. If a pre-hearing conference is

requested the ALJ will be responsible for arranging a date and

time for the conference, and calling the parties.

10. A hearing is scheduled for Wednesday and Thursday,

February 18-21, 2014 at 9:00 a.m. It will be held in the

Commission Room located at the Arkansas Department of

Environmental Quality, 5301 Northshore Dr., North Little Rock,

Arkansas.

IT IS SO ORDERED

This 7th day of November 2013

Administrative Law Judge


PAGE 4

CERTIFICATE OF SERVICE

I, Charles Moulton, hereby certify that a copy of the foregoing Order No. 4, In the Matter of Big River Steel, LLC; Docket No. 13-006-P, has been mailed by certified mail or by first class mail, postage prepaid, to the following parties of record, this 7 th day of November 2013.

Mark H. Allison Dover Dixon Horne, PLLC 425 West Capitol Ave., Ste. 3700 Little Rock, AR 72201

David R. Taggert Bradley, Murchison, Kelly & Shea LLC 401 Edward Street, Suite 1000 Shreveport, LA 71101-5529

Jerald N. Jones Bradley, Murchison, Kelly & Shea LLC 301 Main Street, Suite 2100 Baton Rouge, LA 70825

G. Alan Perkins John F. Peiserich Perkins & Trotter P.O. Box 251618 Little Rock, AR 72225-1618

Martin T. Booher Jason P. Perdion Baker Hostetler LLP 1900 East 9 th , Street, Suite 3200 Cleveland, OH 44114-3482

Stewart Spencer Arkansas Department of Environmental Quality 5301 Northshore Drive North Little Rock, AR 72:18

arles Moulton Arkansas Pollution Control and Ecology Commission 101 East Capitol, Suite 205 Little Rock, Arkansas 72 . 0

BEFORE THE ARKANSAS POLLUTION CONTROL AND ECOLOGY COMMISSION

IN THE MATTER OF: BIG RIVER STEEL, LLC PERMIT No. 2305-A0P-R0

DOCKET NO. 13-0Q-6-P

BIG RIVER STEEL'S MOTION FOR PROTECTIVE ORDER

The only question that is being litigated in this action is whether or not the Arkansas

Department of Environmental Quality's decision to issue an air permit to Big River Steel was in

accordance with law. Normally in such a dispute, a petitioner does not request all documents

relating to the Arkansas Teachers Retirement System. Req. for Prod. No. 4. But rather than

focus discovery on matters related to the air permit, Nucor Steel has embarked on a "fishing

expedition" of overbroad (and sometimes nonsensical) discovery, threatening to make the

administrative appeal process mimic the worst aspects of federal civil litigation. The

Administrative Hearing Officer should nip Nucor Steel's inappropriate discovery conduct in the

proverbial bud by entering the attached protective order, which will allow the parties and the

Commission to focus on the issues that actually matter in this case.

As grounds for its motion, Big River Steel states the following.

1. Pursuant to the Commission Regulation 8, all procedural matters not addressed by

Chapter 6 are governed by the Arkansas Rules of Civil Procedure. APC&EC Reg.8.611.

Chapter 6 is silent with respect to a motion for protective order. Therefore, the Arkansas

Rules of Civil Procedure govern the procedures and process required for such a motion.

2. Arkansas Rule of Civil Procedure 26(b)(1) governs the scope of discovery, providing that

parties "may obtain discovery regarding any matter, not privileged, which is relevant to

1

the issues in the pending actions, whether it relates to the claim or defense of the party

seeking discovery or to the claim or defense of any other party." Commensurately, Rule

26(c) allows the Hearing Officer to grant a protective order in order to "protect a party or

person from annoyance, embarrassment, oppression, or undue burden or expense."

3. The relevancy must be apparent from the face of the interrogatory, request for

production, or request for admission: "[T]o authorize [] production[,] there must be a

substantial showing that the book, paper, or document sought contains material evidence

in support of the cause of action or defense of the party asking for it." Bryant v. Arkansas

Public Service Com'n, 55 Ark.App. 125, 136, 931 S.W.2d 795, 801 (Ark.App. 1996)

(citing Price v. Edmonds, 231 Ark. 332, 337, 330 S.W.2d 82, 85-6 (1959)). A general

allegation of materiality is insufficient, "as this would be the averment of a conclusion

and permit the question of materiality to be decided by the applicant instead of by the

court." Id. The Arkansas Supreme Court does not sanction "outright and unadulterated

fishing expedition[s]." Parker v. Southern Farm Bureau Casualty Ins. Co., 326 Ark.

1073, 1091, 935 S.W.2d 556, 560 (1996) (citing Marrow v. State Farm Ins. Co., 264 Ark.

227, 570 S.W.2d 607 (1978)).

4. Here, Nucor Steel is appealing the Arkansas Department of Environmental Quality

("ADEQ")'s decision to issue Big River Steel a construction and operating permit for a

new $1.4 billion dollar steel mini-mill in Osceola, Arkansas. Although replete with

vague and generic allegations, as well as with claims that Nucor Steel failed to raise in

comments before the ADEQ, the crux of Nucor Steel's appeal is that the Permit does not

comply with the requirements of the Clean Air Act, as implemented through the Arkansas

State Implementation Plan.

2

5. Nucor Steel propounded its First Set of Interrogatories and Requests for Production of

Documents on November 7, 2013. See Exhibit 1. In addition to certain discovery

requests that are not wholly objectionable and to which Big River Steel will respond or

object in due course, Nucor Steel's Requests for Production Numbers 4, 5, 6, 7, and 8,

and Interrogatory Number 4, request information that is completely irrelevant to the air

permit.

6. Interrogatory Number 4 requests that Big River Steel identify "all communications . . .

relating to [Big River Steel] or [Rebel Steel] between [Big River Steel] and any other

person . . . ." Needless to say, all communications by Big River Steel necessarily

"relate[] to . . . [Big River Steel]." This request thus seeks every single communication

Big River Steel has ever had with anyone. Such a request is patently overbroad and aims

to discover wholly irrelevant information.

7. Moreover, Interrogatory Number 4 and Requests for Production Numbers 4, 5, 6, 7 and 8

request far-reaching discovery into Big River Steel's communications with persons or

entities that have no conceivable relation to the air permitting process. The irrelevant

parties are:

• The Arkansas Teachers Retirement System, which has provided limited

development capital for the project but had no involvement in the air permitting

process;

• The Arkansas Economic Development Commission, which is authorized to issue

grants to Big River Steel, but which had no involvement in the air permitting

process;

3

• The Arkansas Development Finance Authority, which has authority to issue

bonds to support the construction of the project to benefit the citizens of

Arkansas, but which had no involvement in the air permitting process;

• The Office of the Governor of the State of Arkansas, whose involvement in the

project is similar only to that of any state executive supporting the construction of

a $1.4 billion investment in its state that is projected to generate over 500 jobs

and inject approximately $250 million into the Arkansas economy;

• Grant Tennille, who is the head of the Arkansas Economic Development

Commission;

• John Correnti, the Chief Executive Officer of Big River Steel, whose

responsibilities with the Company do not include air permitting; and

• George Hopkins, who is the head of the Arkansas Teachers Retirement System.

8. Even where Big River Steel's communications with a person or entity may include some

material subject to discovery, Nucor Steel's requests are so overbroad that they would

inappropriately sweep in information that has nothing to do with Big River Steel's air

permit. Persons or parties that potentially have relevant material but also would possess

significant irrelevant material include the following:

• CV Engineering, an engineering firm engaged for general technical advice and

engineering on the project, most of the technical and financial details of which

are irrelevant to air permitting issues;

• Global Principal Partners, a business entity that is involved in managing

development of all aspects of the steel mini-mill, with air permitting issues

constituting only a small portion of its activity in relation to Big River Steel. It

4

serves as the project development management entity. It raises money and

manages the project development;

• SMS Siemag, the primary equipment provider and engineer on the steel plant,

most of the technical and financial details of which are irrelevant to air permitting

issues;

• David Stickler, Senior Managing Director of Big River Steel LLC, who is

responsible for most or all aspects of Big River Steel's operations; and

• U.S. Environmental Protection Agency, whose environmental responsibilities

extend beyond air law issues into other areas that are irrelevant to the permitting

process.

9. Moreover, Nucor Steel's broad and intrusive discovery requests threaten to require the

production of highly-sensitive business, financial, and trade secret information wholly

outside the scope of Nucor Steel's claims. Presuming good faith on Nucor Steel's part

and that the discovery of this information is not one of its motivating goals in bringing

this proceeding, the attached protective order would keep many such documents where

they belong—out of this case. Any commercially-sensitive documents that are likely to

lead to relevant information should be addressed under a separate protective order in due

course.

10. Counsel for Big River Steel contacted counsel for Nucor Steel on November 8 and 11,

2013, in a good faith attempt to resolve these issues without the Commission's

involvement. Counsel for Big River Steel was unable to come to a resolution with Nucor

Steel.

5

WHEREFORE, Big River Steel respectfully requests that the Administrative Hearing Officer

grant its Motion for Protective Order.

LC

By: Jo F. Peiserich, AR Bar #2002009 ineiserieheperkinstrotter.com G. Alan Perkins, AR Bar #91115 aperkinsOperkinstrotter.corn P.O. Box 251618 Little Rock, AR 72225-1618 Tel: (501) 603-9000 Fax: (501) 603-0556

-and-

BAKER HOSTETLER, LLP Martin T. Booher, OH Bar # 0090333 mboohen@bakerl aw.com Jason P. Perdion, OH Bar #0071089 jpardion@bakerlaw_com 1900 East 9th Street, Suite 3200, Baker Hostetler LLP Cleveland, Ohio 44114.3482 Office: (216) 861-7141 Fax: (216) 861-0740

Attorneys for Big River Steel, LLC

Respectfully Submitted,

PERKINS & TROTTER,

-4110111°..1.

6


I hereby certify that a copy of the foregoing has been sent via electronic mail to the following parties of record this j3/day of November, 2013.

Mark H. Allison [email protected] Michael Smith msmith®ddh-ar.com William Bird J)birdaddh-at.com DOVER DIXON HORNE, PLLC 425 West Capitol Ave., Ste. 3700 Little Rock, AR 72201 (501) 375-9151 (501) 375-6484

David R. Taggart dtagzart(bradleyfirm.corn Jerald N. Jones jionesahradlevfirrn.com Bradley Murchison Kelly 401 Edwards Street Shreveport, LA 71101 (318) 934-4014 (318) 2274141

Shea LLC

Stuart Spencer [email protected] Arkansas Department of Environmental Quality 5301 Northshore Drive North Little Rock, AR 72118 (501) 682-0743 (501) 682-0891

' G. Alan Perkins

7

ARKANSAS POLLUTION CONTROL AND ECOLOGY COMMISSION

IN THE MATTER OF BIG RIVER

DOCKET NO. 13-006-P

STEEL, LLC

)

ORDER NO. 8

ORDER

A. Introduction

On November 13, 2013, Big River Steel, LLC ("BRS") filed a

Motion for Protective Order. Nucor Steel - Arkansas and Nucor

Yamato Steel Company (collectively "Nucor Steel") propounded its

First Set of Interrogatories and Requests for Production of

Documents upon BRS on November 7, 2013. BRS objects to Nucor

Steel's Interrogatory No. 4 and Requests for Production Nos. 4, 5,

6, 7, and 8. BRS contends, correctly, that the subject of this

appeal is the Director of the Arkansas Department of Environmental

Quality's ("Department" or "ADEQ") decision to issue BRS Permit No.

2305-A0P-R0. BRS argues that the information and documents sought

by Nucor Steel in Interrogatory No. 4 and Requests for Production

Nos. 4, 5, 6, 7, and 8 have absolutely no relation to the air

permitting process that was undertaken by ADEQ. Specifically, BRS

objects to Nucor Steel requesting written and oral communications

between BRS and Rebel Steel and any employee, representative or

agent of:

o The Arkansas Teachers Retirement System

• The Arkansas Economic Development Commission

• The Arkansas Development Finance Authority

• The Office of the Governor of the State of Arkansas

Docket No. 13-006-P Order No. 8

Page 2

• Mr. Grant Tennille, the Director of AEDC

•Mr. George Hopkins, CEO of the Arkansas Teachers

Retirement System

• CV Engineering which was retained by BRS for general

technical advice but, according to BRS, had nothing to

do with the air permit

• Global Principal Partners, a business entity BRS

maintains is managing all aspects of the project but has

little to do with the air permitting issues

• SMS Siemag, the primary equipment provider and engineer

on the project

• David Stickler, Senior Manager of the BRS project; and

finally

• The United States Environmental Protection Agency

BRS claims that Nucor Steel's discovery is too broad, too intrusive

and BRS's responses could result in the production of sensitive

business, financial and trade secret information. BRS also posits

that Nucor Steel is a competitor and obtaining this information may

be the real underlying rationale for Nucor Steel's appeal. BRS

seeks entry of a protective order that limits the scope of

discovery in this case to issues related to the compliance of the

BRS permit with applicable Arkansas law and the Clean Air Act.

In Response Nucor does not object to the entry of a protective

order that would protect the confidentiality of business


Page 3

information, trade secrets, and sensitive financial information.

But, Nucor Steel maintains that these communications, particularly

communications with the various state agencies and state employees

listed in Interrogatory No. 4, are relevant to the issues Nucor has

raised in its appeal. Nucor Steel claims that the financial stake

the State of Arkansas has in this project may have resulted in

these agencies influencing the permitting process and that BRS or

these agencies may have "crossed that line." Nucor Steel claims

that, to the extent these agencies influenced, or attempted to

influence, ADEQ's processing of the BRS permit it is entitled to

discovery of those communications. Nucor Steel also maintains that

CV Engineering, Global Principal Partners, SMS Siemag and David

Stickler and USEPA were all integrally involved in the development

and issuance of the BRS permit and Nucor Steel is entitled to that

information under the rules of discovery.

The administrative law judge ("ALJ") has read the parties'

pleadings, listened to the parties' respective arguments during a

telephone conference held on Friday, November 15, 2013, and grants

in part, and denies in part, BRS's Motion for Protective Order

based on the following reasons.

B. Communications With State Agencies and State Employees

Under Ark. R. Civ. Proc. 26(b)(1) a party may obtain discovery

regarding "any matter, not privileged, which is relevant to the

issues in the pending action." A party is entitled to discovery if

the information sought is reasonably calculated to lead to the


Page 4

discovery of admissible evidence in support of the claims raised,

although the Arkansas Supreme Court does not sanction outright

fishing expeditions. Parker v. Southern Farm Bureau Casualty Ins.

Co., 326 Ark. 1073, 1091, 935 S.W.2d 556, 560 (1996). The ALJ

has reviewed Nucor Steel's Request for Hearing and concludes that

Nucor Steel alleged that ADEQ's permitting process was subject to

undue influence. For this reason and the fact that written

communications, such as emails or letters, between BRS and the

state agencies and state employees listed in Interrogatory No. 4

should not be privileged or confidential and are likely subject to

the Arkansas FOI law should Nucor choose to invoke it, the ALJ

denies BRS's Motion. The ALJ holds that BRS must list oral

communications, and produce written communications such as emails

or letters, between BRS and these state agencies and state

employees. However, the ALJ grants BRS's Motion and narrows BRS's

responses to Interrogatory No. 4 and Requests for Production Nos.

4, 5, 6, 7, and 8 as follows.

The ALJ finds that Interrogatory No. 4's time scope is too

broad. In fact, the only reference to a time frame is in a

footnote contained in Nucor Steel's Response, but the time frame

referenced in the footnote is not set forth in Interrogatory No. 4

or in Requests for Production Nos. 4, 5, 6, 7, and 8. The ALJ

finds that, to the extent that other agencies of the State of

Arkansas influenced, or attempted to influence, ADEQ's processing

of the BRS permit this alleged conduct could not have arisen until


Page 5

after ADEQ received BRS's permit application. Therefore, BRS will

only be required to produce written communications, if any, that

occurred between BRS and the state agencies and state employees

listed in Interrogatory No. 4 from January 30, 2013 to June 27,

2013 - the date BRS submitted its permit application to ADEQ and

the date ADEQ issued BRS's draft permit.

The same applies to Nucor Steel's request for oral

communications between BRS and the state agencies and state

employees listed in Interrogatory No. 4. BRS will only be

required to list oral communications, if any, between BRS and the

state agencies and state employees listed in Interrogatory No. 4

that occurred between January 30, 2013 and June 27, 2013.

C. Communications With John Correnti, CV Engineering, Global Principal Partners, SMS Siemag, David Stickler, and USEPA

Nucor Steel argues on page five (5) of its Response that these

individuals, and apparently USEPA, were integrally involved in the

development and issuance of the BRS permit. Nucor Steel also

claims that financing considerations may have played a role in the

processing and issuance of the BRS permit and therefore Nucor is

entitled this information.

The ALJ agrees that there could be a nexus between financing

and the BRS permit. The ALJ also believes that John Correnti, CV

Engineering, Global Principal Partners, SMS Sieman, and David

Stickler may have information, however slight, regarding the BRS

permit. The ALJ believes that USEPA's involvement in the BRS

permit is dubious because Nucor Steel never states how, or when,


Page 6

EPA become involved in the BRS permit process. Nevertheless,

communications between USEPA and BRS, if they did occur, are also

likely not privileged or confidential and are discoverable. The

ALJ therefore denies BRS's Motion as it relates to John Correnti,

CV Engineering, Global Principal Partners, SMS Sieman, David

Stickler and USEPA with two (2) caveats. The first is that BRS's

response to Interrogatory No. 4 and Requests for Production Nos. 4,

5, 6, 7, and 8 should also include a time element. According to

Nucor Steel's footnote number 2 in its Response, BRS was formed in

January, 2013. Therefore BRS is ordered to respond to Nucor

Steel's Interrogatory No. 4 and Requests for Production Nos. 4, 5,

6, 7, and 8 as it relates to these individuals and entities from

January 2013 to the present. The second caveat is that some of

these communications may fall under the umbrella of a protective

order because they consist of sensitive business, financial and

trade secret information. The ALJ is aware that the parties are

attempting to fashion a mutually agreeable protective order and is

optimistic that the parties will provide such an order to the ALJ

in the near future.

D. ALJ Guidance

The ALJ has issued the rulings set forth above with the

understanding that the rules of discovery are to be liberally

construed. However, the ALJ cautions the parties that this case

involves one paramount issue - whether Permit No. 2305-A0P-R0 meets

applicable state and federal law. The ALJ does not care what


Page 7

motivated Nucor Steel to file this appeal. The ALJ does not care

why BRS decided to construct its steel mill. The ALJ does not care

who may have pressured or motivated ADEQ to issue Permit No. 2305-

A0P-RO. If this were an enforcement case then ADEQ's motivation

and reasoning for issuing a Notice of Violation would play a

pivotal role. But this is a permit appeal, not an enforcement

action. The outcome of this case will ultimately rest on the terms

and conditions that are contained in Permit No. 2305-A0P-R0 and

Nucor Steel demonstrating, by a preponderance of the evidence, why

those terms and conditions do not comport with state and federal

law. ADEQ allegedly being pressured to issue Permit No. 2305-A0P-

RO; Nucor Steel's rationale for appealing Permit No. 2305-A0P-R0;

BRS's reasoning for seeking financing from the State; the

Governor's office, AEDC, Teachers Retirement System, and ADFA are

all, in the ALJ's view, ancillary to the core issue - does Permit

No. 2305-AOP-R0 meet the requirements of state and federal law?

IT IS SO ORDERED

This 19th day of November 2013

Charles Moulton Administrative Law Judge


Page 8


I, Charles Moulton, hereby certify that a copy of the foregoing Order No. 8, In the Matter of Big River Steel, LLC; Docket No. 13-006-P, has been mailed by certified mail or by first class mail, postage prepaid, to the following parties of record, this 20 th day of November 2013.

Mark H. Allison Dover Dixon Horne, PLLC 425 West Capitol Ave., Ste. 3700 Little Rock, AR 72201

David R. Taggert Bradley, Murchison, Kelly & Shea LLC 401 Edward Street, Suite 1000 Shreveport, LA 71101-5529

Jerald N. Jones Bradley, Murchison, Kelly & Shea LLC 301 Main Street, Suite 2100 Baton Rouge, LA 70825

G. Alan Perkins John F. Peiserich Perkins & Trotter P.O. Box 251618 Little Rock, AR 72225-1618

Martin T. Booher Jason P. Perdion Michael J. Montgomery Baker Hostetler LLP 1900 East 9 th , Street, Suite 3200 Cleveland, OH 44114-3482

Stewart Spencer Arkansas Department of Environmental Quality 5301 Northshore Drive North Little Rock, AR 72118

rleATon Arkansas Pollution Control and Ecology Commission 101 East Capitol, Suite 205 Little Rock, Arkansas 72201

ARKANSAS POLLUTION CONTROL AND ECOLOGY COMMISSION

IN THE MATTER OF: BIG RIVER STEEL, LLC

DOCKET NO. 13-006-P

PERMIT NO. 2305-A0P-R0

PROTECTIVE ORDER

Upon review of Big River Steel, LLC's ("Big River Steel") Motion for Protective Order, the

Administrative Hearing Officer orders as follows:

1. Scope. This Protective Order governs the treatment of discovery of matters that are not

relevant to the Petitioners' challenge to ADEQ's decision to issue Permit No. 2305-A0P-

RO.

2. Persons Entitled to Claim Protections. The procedures and protections set forth within

this Protective Order may be employed and/or asserted not only by Big River Steel but

also by any other party subject to discovery in this matter, including without limitation

any of Big River Steel's corporate affiliates, owners, direct or indirect investors, officers,

contractors, representatives, employees, servants, or agents.

3. Protection Re2ardine the Breadth of Discovery. This Protective Order limits the

scope of discovery to the compliance of Big River Steel's Permit No. 2305-AOP-R0 with

the requirements of the Clean Air Act, 42 U.S.C. §§ 7401, et seq, and Arkansas law,

including the Arkansas Water and Air Pollution Control Act, Ark. Code. Ann. § 8-4-101,

et seq, and administrative procedures and substantive rules of the APC&EC, including

Regulation 8, the Arkansas State Implementation Plan (Regulation 19), the Arkansas

Operating Permit Program (Regulation 26), and National Ambient Air Quality Standards

(40 C.F.R. Part 50); the rules regarding Prevention of Significant Deterioration (40

C.F.R. Section 52.21); and the rules regarding Title V Operating Permits (40 C.F.R. Part

70), including the application(s) and other materials submitted by Big River Steel to the

ADEQ in support of Permit No. 2305-AOP-RO.

a. General Limitation on Discovery. This Protective Order prohibits discovery

into matters that are not relevant to the appeal of Permit No. 2305-AOP-R0.

b. Discovery of Documents and Communications with Persons and Entities Not

Relevant to the Appeal of Permit No. 2305-AOP-RO is Prohibited. This

Protective Order prohibits discovery of documents related to, as well as

communications with, persons and entities that are not relevant to the appeal of

Permit No. 2305-A0P-R0. Such persons and entities specifically include: the

Arkansas Teachers Retirement System, the Arkansas Economic Development

Commission, the Arkansas Development Finance Authority, the Office of the

Governor of the State of Arkansas, Grant Tennille, John Correnti, and George

Hopkins.

4. Procedure for Invoking the Protective Order. Any party providing discovery material

in response to discovery propounded by Nucor Steel, including without limitation Big

River Steel and any of its corporate affiliates, owners, direct or indirect investors,

officers, contractors, representatives, employees, servants, or agents, who believes in

good faith that such discovery material is governed by this Protective Order shall so note

on its response to Nucor Steel's discovery requests, and shall not provide such

information to Nucor Steel.

5. Inadvertent Production or Designation. The inadvertent production of information

governed by this Protective Order does not remove it from the scope of this Protective

Order, provided that the producing party notifies the receiving party, in writing, within

three (3) business days of becoming aware that the material was not properly excluded

from production. Such written notice shall identify with specificity the information or

documents the producing party is designating to be excluded, consistent with this

Protective Order. The receiving party shall return such material and any copies thereof to

the producing party within three (3) business days, and destroy any electronic files

containing such material. The receiving party's counsel shall certify in writing to the

producing party that all such materials in its possession, custody, or control have been

destroyed.

6. Amendment. Any party to this Action may apply to the Administrative Hearing Officer

or Court for an Order amending, modifying, or vacating all provisions of this Protective

Order. Nothing in this Protective Order shall be construed as prejudicing any producing

party's right to seek an agreement or Order providing additional confidentiality or

limitation on discovery.

7. Administrative Hearing Officer Retains Jurisdiction. This Protective Order shall

survive the final conclusion of this Action and the Administrative Hearing Officer or

Court shall maintain jurisdiction to enforce this Protective Order.

8. Limitation on Use of Protective Order Designations. Neither the entry of this

Protective Order, nor the designation of any information, document, or the like as not

discoverable under this Protective Order, nor the failure to make such designation, shall

constitute evidence with respect to any issue in this Action.

9. Adoption by the Administrative Hearing Officer. The Administrative Hearing Officer

adopts the foregoing statements as a Protective Order in this Action.

IT IS SO ORDERED.

This day of November, 2013

The Honorable Charles Moulton Administrative Law Jud f e