U N I T E D STATES E N V I R O N M E N T A L PROTECTION AGENCY REGION II II 65O ARCH STREET

PHILADELPHIA, PENNSYLVANIA i 9 I O3

2 I 5-8 I 4-2497

FAX: 2 I 5-8 I 4-26O I

September 13, 2UOO

Via Overnight Mail

Dan HallBMS Environmental Inc. O-CIOIT

SDMS DocID 206283718 Saxony DriveHarrison City. PA 15636

Re: Sharon Steel Corporation Farrell Works Disposal AreaSuperfund Site Prospective Purchaser's Agreement

Dear Mr. Hall:

Enclosed please find the fully executed Prospective Purchaser Agreement ("PPA")concerning Farrell Slag's proposed acquisition of a portion of the contaminated real estate("Property-") that comprises the Sharon Steel Superfund Site ("Site").

The PPA has been subject to a thirty day comment period as well as the review andapproval of management at Region III, EPA Headquarters, and the Assistant Attorney General ofthe United States Department of Justice and is now effective.

Please contact me should you have any or questions concerning the PPA.

VefvTryly vours,/ ' i

Senior Assistant Regional Counsel

Enclosure

cc: D. Street (DOJ)

H R 3 I 2 3 I + 3

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

REGION III

IN THE MATTER OF:

Sharon Steel Farrell Works Superfund Site )) Docket Number CERCLA-PPA-2000-OOOI)

UNDER THE AUTHORITY OF THE ) AGREEMENT AND COVENANTCOMPREHENSIVE ENVIRONMENTAL ) NOT TO SUERESPONSE, COMPENSATION, AND )LIABILITY ACT OF 1980, 42 U.S.C. ) Farrell Slag, Inc.§§ 9601, ej sea., as amended. )

SHARON STEEL FARRELL WORKSSUPERFUND SITE

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1

TABLE OF CONTENTS

PAGE

I. INTRODUCTION .\.

II. DEFINITIONS -2-

III. STATEMENT OF FACTS -4-

IV. PAYMENT -6-

V. ACCESS/NOTICE TO SUCCESSORS IN INTEREST -8-

VI. DUE CARE/COOPERATION -10-

VII. ACTIONS TO BE PERFORMED BY SETTLING RESPONDENT -10-

VIII. INDEMNIFICATION / INSURANCE -11-

IX. CERTIFICATION -13-

X. UNITED STATES' COVENANT NOT TO SUE -14-

XI RESERVATION OF RIGHTS -14-

XII. SETTLING RESPONDENTS COVENANT NOT TO SUE -16-

XIII. PARTIES BOUNDATRANSFER OF COVENANT -17-

XIV. DISCLAIMER -18-

XV. DOCUMENT RETENTION -19-

XVI. PAYMENT OF COSTS -19-

XVII. NOTICES AND SUBMISSIONS -19-

XVIII. EFFECTIVE DATE -20-

XIX. TERMINATION -20-

XX. CONTRIBUTION PROTECTION -21-

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ii

XXI. APPENDIX A - Letter of Credit -21-

XXII. EXHIBITS -21-

Exhibit 1 The Property Description

Exhibit 2 Site Map

XXIII. PUBLIC COMMENT -22-

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SHAROKSTEEL FARRELL WORKS 1 FARRELL SLA G, IMCSL:PERFU,\D SITE PROSPECTIVE PURCHASER AGREEMENT

I. INTRODUCTION

1. This Agreement and Covenant Not to Sue ("Agreement") is made and entered into by and

between the United States on behalf of the United States Environmental Protection Agency

("EPA") and Farrell Slag, Inc. ("Settling Respondent" or "Farrell"). Settling Respondent is a

Pennsylvania corporation having its registered address at 7013 Atlantic Lake Road, Hartstown,

Pennsylvania 16131 and whose principals are James Adzima and K.. Daniel Hall.

2. This Agreement is entered into pursuant to the Comprehensive Environmental

Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"),

42 U.S.C.§§960N 9675 et seq.. and the authority of the Attorney General of the United States to *

compromise and settle claims of the United States.

3. Settling Respondent intends to acquire ownership of a portion of the Sharon Steel

Farrell Works property (the "Property") for the purpose of mining and marketing the Basic

Oxygen Furnace ("BOF") and Electric Arc Furnace ("EF") slag on the Property for beneficial

reuse as construction material. The Property represents a portion of the Sharon Steel Farrell

Works Superfund Site ("Site" or "Farrell Works Site"). The Property is currently owned by

Sharon Steel Corporation ("Sharon Steel"), a bankruptcy debtor in possession of its assets. There

is a likelihood that the Property will be subject to an auction sale by the United States

Bankruptcy Court for the Western District of Pennsylvania ("Bankruptcy Court").

4. The Parties agree to undertake all actions required by the terms and conditions of

this Agreement. The purpose of this Agreement is to settle and resolve, subject to reservations

and limitations contained in Sections IX, X, XI, and XII the potential liability of the Settling

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SHARON STEEL FARRELL WORKS 2 FARRELL SLAG, INCSUPERFUND SITE PROSPECTIVE PURCHASER A GREEME.\T

Respondent for the Existing Contamination and Past Response Costs at the Property which

would otherwise result from Settling Respondent becoming the owner of the Property.

5 The Parties agree that the Settling Respondent's entry into this Agreement, and the

actions undertaken by the Settling Respondent in accordance with the Agreement, do not

constitute an admission of any liability by the Settling Respondent.

6. The resolution of this potential liability, in exchange for provision by the Settling

Respondent to EPA of a substantial benefit, is in the public interest.

II. DEFINITIONS

7. Unless otherwise expressly provided herein, terms used in this Agreement which

are defined in CERCLA or in regulations promulgated under CERCLA shall have the meaning

assigned to them in CERCLA or in such regulations, including any amendments thereto.

8. "Act 2" shall mean the Land Recycling and Environmental Remediation

Standards Act, 35 P.S. §§ 6026.101 filsfifl.

9. "Effective Date" shall mean the date of the later of two occurrences, both of

which must occur for this Agreement to become effective: the date upon which Settling

Respondent's offer to purchase the Property is accepted by Sharon Steel and approved by the

Bankruptcy Court; and the date that EPA determines, following the thirty (30) day public

comment period referred to in Paragraph 60 below, that comments received, if any, do not

warrant EPA's withdrawal from the Agreement.

10. "EPA" shall mean the United States Environmental Protection Agency and any

successor departments or agencies of the United States.

SHARON STEEL FARRELL WORKS 3 FARRELL SLAG, /ATSUPERFUWD SITE PROSPECTIVE PURCHASER AGREEMENT

\ \. "Existing Contamination" shall mean any hazardous substances, pollutants or

contaminants, present or existing in the shallow alkaline ponds and groundwater underlying or

that have migrated from the Site as of the effective date of this Agreement. Existing

Contamination does not include contamination on the Property at the effective date of the

Agreement, nor does it include contamination from any spills, releases or unauthorized

discharges of hazardous wastes, hazardous constituents, hazardous substances, pollutants or

contaminates which occur on or after the date Settling Respondent acquires the Property.

12. "Institutional Controls" shall mean such covenants, conditions, and restrictions

and other equivalent requirements and controls developed pursuant to any future action

memoranda or record of decision for the Site to ensure the integrity and effectiveness of the

response actions at or pertaining to the Site, and shall include, without limitation, filing and

recording in the Land Records of Mercer County declarations of covenants, conditions and

restrictions that run with the land setting forth the Institutional Controls.

13. "PADEP" shall mean the Pennsylvania Department of Environmental Protection.

14. "Parties" shall mean the United States on behalf of the EPA and the Settling

Respondent.

15. "Past Response Costs" shall mean all costs, including, but not limited to, direct

and indirect costs, that the United States incurred in connection with the Site up to and including

January 31, 2000, plus any interest on all such costs which has accrued pursuant to Section

107(a) of CERCLA, 42 U.S.C. § 9607(a) through such date.

16. "Permit" shall mean all permits required by the Pennsylvania Department of

Environmental Protection for recovery and recycling of slag and other material.

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SHAROH STEEL FARRELL WORKS 4 FARRELL SLAG, L\CSUPERFUXD SITE PROSPECTIVE PURCHASER A GREEMEVT

17. "Property" shall mean approximately 200 acres of the Site west of the Shenango

River and south of Ohio Street, as described in Exhibit 1 of this Agreement, and encompassing

the former Basic Oxygen Furnace ("EOF") and former Electric Arc Furnace ("EF") storage

areas, former Acid Slag Disposal Area, and the portion of the former Byproduct Storage Yard

south of Ohio Street.

18. "Settling Respondent" shall mean Farrell Slag, a Pennsylvania corporation

claiming its primary business is aggregate production.

19. "Shallow Alkaline Ponds" shall mean the surface water located on the Site and

depicted on the map attached as Exhibit 1 as POW-A, POW-B, POW-C, POW-D, and POW-E.

20. "Site" shall mean the Sharon Steel Farrell Works Superfund Site encompassing

approximately 400 acres located on Roemer Boulevard, Mercer County, Farrell, Pennsylvania,

and generally depicted on the map attached as Exhibit 2. The Site shall include the Property, and

all areas to which hazardous substances, pollutants or contaminants, have come to be located.

21. "United States" shall mean the United States of America, its departments,

agencies, and instrumentalities.

III. STATEMENT OF FACTS

22. The Site consists of a plot of land of more than 400 acres, situated southwest of

the former Sharon Steel Plant. The Site is located at Roemer Boulevard, Mercer County, in

western Pennsylvania. The Site is within a few hundred feet of the Ohio/Pennsylvania border.

From the early 1900s, Sharon Steel owned and operated an integrated steel making plant at the

Site. Sharon Steel used the Site to dispose of Blast Furnace Slag, Electric Arc Furnace slag

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SHA RON STEEL FARRELL WORKS 5 FARRELL SLAG, IMCSUPERFUHD SITE PROSPECTIVE PURCHASER A GREEMEHT

("EF"), Basis Oxygen Furnace slag ("BOF"), and sludge. Sharon Steel has filed for protection

under Chapter 11 of the United States Bankruptcy Code and is liquidating its assets. Sharon

Steel, while in bankruptcy, has sold the steel production plant to Caparo Steel Company. Sharon

Steel still owns the land which encompasses the former BOF and EF storage and Acid Slag

Disposal areas, and a Byproduct Storage Yard, except for a small parcel sold to Dunbar Slag for

the operation of an asphalt plant. The BOF and EF slag piles that remain at the Site are south of

Ohio Street and occupy a space nearly one-half mile long, several feet wide and fifty or more feet

high. Five shallow alkaline ponds are located in the southern part of the Site.

23. On July 28, 1998, EPA included the Site on the CERCLA National Priorities List

("NPL") pursuant to 40 C.F.R. Part 300.

24. EPA intends to fund the remediation at the Site with monies from the Superfund

Trust Account. To date, EPA has incurred approximately $566,268 in unreimbursed Past

Response Costs at the Site.

25. EPA has selected a contractor who has initiated the Remedial

Investigation/Feasibility Study ("RI/FS") for the characterization of the Site soils and ground

water. The RI/FS is intended to determine the nature and extent of the threat posed by

contamination at and arising from the Site, and to identify and evaluate the method of

remediating the hazards posed by contamination at and arising from the Site.

26. The Settling Respondent represents, and for the purposes of this Agreement EPA

relies on those representations, that Settling Respondent's intended use of the Property is for the

purpose of mining and marketing the BOF and EF slag on the Property for beneficial reuse as

construction material. Settling Respondent has made an offer to Sharon Steel for the purchase of

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SHARON STEEL FARRELL WORKS 6 FARRELL SLAG, INCSVPERFVHD SITE PROSPECTIVE PURCHASER AGREEMENT

the Property.

27. The Settling Respondent also represents, and for the purposes of this Agreement

EPA relies on those representations, that its involvement with the Property and the Site has been

limited to that of a prospective purchaser and that Settling Respondent has had no involvement or

formal connection with prior owners or operators at the Site other than discussions related to its

possible acquisition of the Property.

IV. PAYMENT

28. Settling Respondent proposes to mine the slag on the Property for recycling and/or

reuse. Settling Respondent agrees to do so in compliance with all local, federal and state laws

and regulations and Sections VI (Due Care and Cooperation) and VII (Actions to be Performed

by Settling Respondent) of this Agreement and to leave the Property in a condition suitable for

redevelopment.

29. In consideration of and in exchange for the United States1 Covenant Not to Sue in Section

X. herein, Settling Respondent agrees to pay to EPA the sum of forty thousand dollars ($40,000)

within thirty (30) days of the Effective Date of this Agreement. The tota- amount paid to EPA

pursuant to this Paragraph shall be deposited into a Superfund Site Special Account to be

retained and used by EPA to conduct or finance the response action at or in connection with the

Site.

30. All payments to EPA required by this Agreement shall be made in the form of a

certified check made payable to "EPA Hazardous Substance Superfund" and referencing EPA

Region III, Site Spill ID #03DX, and Site name, Sharon Steel Farrell Works Superfund Account.

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SHAROHSTEEL FARRELL WORKS 1 FARRELL SLAG, INCSUPERFVHD SITE PROSPECTIVE PURCHASER A GREEME.\T

The certified check shall be forwarded to :

EPA Region III, Attn: Superfund AccountingP.O. Box 360515Pittsburgh, PA 15251-6515

31. (a) Settling Respondent shall establish and maintain an Irrevocable Standby

Letter of Credit ("Letter of Credit") for the amount of two hundred and fifty thousand dollars

($250,000) in accordance with Appendix A of this Agreement or such lesser amount as EPA, in

its unreviewable discretion, may determine from time to time. The purpose of the Letter of

Credit is to provide EPA with a financial instrument that authorizes the Agency to draw on the

Letter of Credit as compensation to the United States under Section XVI (Payment of Costs) for

actual costs incurred as a result of an act of default by Settling Respondent. Settling Respondent

shall be deemed to have committed an "act of default" within the meaning of the proceeding

sentence whenever it fails, for any reason, to comply with the terms of Sections IV (Payment), V

(Access/Notice to Successors in Interest), VI (Due Care/Cooperation), VII (Actions to be

Performed by Settling Respondent), and VIII (Indemnification/Insurance).

(b) Settling Respondent shall maintain the Letter of Credit beginning on the

effective date of this Agreement and continuing until (1) Settling Respondent completes slag

mining at the Property or (2) Settling Respondent has complied with Act 2.

(c) EPA is authorized to draw on the Letter of Credit if:

1. EPA receives notice from the issuing institution that the Letter of

Credit will expire without being renewed as set forth in Appendix

A; or

2. EPA notifies Settling Respondent that Settling Respondent has

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failed to comply with the terms of Section IV (Payment), V

(Access/Notice to Successors in Interest), VI (Due

Care/Cooperation), VII (Actions to be Performed by Settling

Respondent), or Section VIII (Indemnification/Insurance) and

Settling Respondent fails to cure the act of default within thirty

(30) days.

(d) EPA's drawing on the Letter of Credit shall not relieve Settling Respondent

from performance of any obligations of Settling Respondent required under the terms of this

Agreement. EPA's drawing on the Letter of Credit is in addition to other remedies available to

EPA.

V. ACCESS/NOTICE TO SUCCESSORS IN INTEREST

32. Beginning on the day that it acquires title to the Property, and continuing each

day thereafter, Settling Respondent agrees to provide to EPA, its authorized officers, employees,

representatives, and all other persons performing response actions under EPA oversight, an

irrevocable right of access at all reasonable times to the Property and to any other property to

which access is required for the implementation of response actions at the Site, to the extent

access to such other property is controlled by the Settling Respondent, for the purposes of

performing and overseeing response actions at the Site under federal law. EPA agrees to provide

reasonable notice to the Settling Respondent of the timing of response actions to be undertaken at

the Property. Notwithstanding any provision of this Agreement, EPA retains all of its access

authorities and rights, including enforcement authorities related thereto, under CERCLA, the

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SHARON STEEL FARRELL WORKS 9 FARRELL SLAG, INCSUPERFVND SITE PROSPECTIVE PURCHASER A GREEMENT

Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act, 42

U.S.C. §§ 6901 et sec;., and any other applicable statute or regulation, including any amendments

thereto.

33. Within thirty (30) days after the effective date of this Agreement, the Settling

Respondent shall record a certified copy of this Agreement with the Recorder's Office or Registry

of Deeds or other appropriate office for Mercer County, Commonwealth of Pennsylvania.

Thereafter, each deed, title, or other instrument conveying an interest in the Property shall

contain a notice stating that the Property is subject to this Agreement. A copy of these documents

shall be sent to the persons listed in Section XVII (Notices and Submissions). Furthermore,

Settling Respondent shall take such actions as EPA orders or directs to secure and/or implement *

Institutional Controls for the Property in accordance with any record of decision for the Site.

34. The Settling Respondent shall ensure that assignees, successors in interest,

lessees, and sublessees of the Property shall provide the same access and cooperation. The

Settling Respondent shall ensure that a copy of this Agreement is provided to any current lessee

or sublessee on the Property as of the effective date of this Agreement and shall ensure that any

subsequent leases, subleases, assignments or transfers of the Property or an interest in the

Property are consistent with this Section, and Section XIII (Parties Bound/Transfer of Covenant)

of the Agreement.

VI. DUE CARE/COOPERATION

35. The Settling Respondent shall exercise due care at the Site and Property with

respect to the Existing Contamination and shall comply with all applicable local, State, and

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federal laws and regulations.

36. The Settling Respondent recognizes that the implementation of response actions

at the Site may interfere with the Settling Respondent's use of the Property, and may require

closure of its operations or a part thereof. EPA agrees, consistent with its responsibilities under

applicable law, to use reasonable efforts to minimize any interference with the Settling

Respondent's operations by such entry and response.

37. The Settling Respondent agrees to cooperate fully with EPA's implementation of

response actions at the Site and further agrees not to interfere with such response actions. In the

event the Settling Respondent becomes aware of any action or occurrence which causes or

threatens a release of hazardous substances, pollutants or contaminants at or from the Property

that constitutes an emergency situation or may present an immediate threat to public health or

welfare or the environment, Settling Respondent shall immediately take all appropriate action to

prevent, abate, or minimize such release or threat of release, and shall, in addition to complying

with any applicable notification requirements under Section 103 of CERCLA, 42 U.S.C. §9603,

or any other law, immediately notify EPA of such release or threatened release by contacting:

EPA Oil and Chemical Spill Emergency Telephone Number (800) 424-8802.

Vn. ACTIONS TO BE PERFORMED BY SETTLING RESPONDENT

3 8. Settling Respondent shall:

(a) comply with the terms and conditions of the required Permit, PADEP

directives, all applicable local, State, and federal laws and regulations;

(b) post signs or restrict the access to the alkaline pond areas as depicted in

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SHARON STEEL FARRELL WORKS 11 FARRELL SLAG. I\CSUPERFUVD SITE PROSPECTIVE PURCHASER A GREEMEMT

Exhibit 2;

(c) by no later than sixty (60) days of acquiring the Property, Settling

Respondent shall have installed a fence at the main access road at Ohio Street to restrict

unauthorized access to the Property;

(d) If Settling Respondent manages, handles, recycles or otherwise moves any

slag or non-slag debris located at or on the Property, both hazardous or non-hazardous, (1) it

shall be in accordance will all applicable local, state, and federal laws and regulations; and (2) it

shall be conducted in a manner to maintain the existing hydrology to the shallow alkaline ponds,

surface water, and wetlands located on the Property; and (3) it shall be followed by grading and

leveling the Property in accordance with applicable local, state and federal laws and regulations,"

including Act 2; and (4) Settling Respondent shall leave the Property in a condition suitable for

redevelopment.

VIII.

39. No later than fifteen (15) days before commencing any activity at the Property,

Settling Respondent shall secure, and shall maintain comprehensive general liability insurance

with limits of five million dollars, combined single limit, and automobile liability insurance with

limits of $500,000, combined single limit, naming the United States as an additional insured. In

addition, Settling Respondent shall satisfy, or shall ensure that its contractors or subcontractors

satisfy, all applicable laws and regulations regarding the provision of worker's compensation

insurance for all persons performing activities on behalf of Settling Respondent. Prior to

commencement of activities at the Property, Settling Respondent shall resubmit such certificates

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SHARON STEEL FARRELL WORKS 12 FARRELL SLAG,SL'PERFLWD SITE PROSPECTIVE PURCHASER AGREEMENT

and copies of policies each year on the anniversary of the effective date of this Agreement. If

Settling Respondent demonstrates by evidence satisfactory to EPA that any contractor or

subcontractor maintains insurance equivalent to that described above, or insurance covering the

same risks but in a lesser amount, then, with respect to that contractor or subcontractor, Settling

Respondent need provide only that portion of the insurance described above which is not

maintained by the contractor or subcontractor.

40. The United States does not assume any liability by entering into this Agreement.

Settling Respondent shall indemnify, save and hold harmless the United States and its officials,

agents, employees, contractors, subcontractors, or representatives for or from any and all claims

or causes of action arising from, or on account of negligent or other wrongful acts or omissions

of Settling Respondent, its officers, directors, employees, agents, contractors, subcontractors, and

any persons acting on its behalf or under its control in carrying out activities at or in connection

with the Property. Further, the Settling Respondent agrees to pay the United States all costs it

incurs including, but not limited to, attorney fees and other expenses of litigation and settlement

arising from, or on account of, claims made against the United States based on negligent or other

wrongful acts or omissions of Settling Respondent, its officers, directors, employees, agents,

contractors, subcontractors, and any persons acting on behalf or under its control, in carrying out

activities at the Property. The United States shall not be held out as a party to any contract

entered into by or on behalf of Settling Respondent in carrying out activities relating to the

Property. Neither the Settling Respondent nor any such contractor shall be considered an agent

of the United States.

41. The United States shall give Settling Respondent notice of any claim for which

SHA RON STEEL FARRELL WORKS 13 FARRELL SLA G,SUPERFUHD SITE PROSPECTIVE PURCHASER AGREEMENT

the United States plans to seek indemnification pursuant to Paragraph 40 of this Agreement and

shall consult with Settling Respondent prior to settling such claim.

42. Settling Respondent waives all claims against the United States for damages or

reimbursement or for set-off of any payments made or to be made to the United States, arising

from or on account of any contract, agreement, or arrangement between Settling Respondent and

any person for actions on or relating to the Property, including, but not limited to, claims against

the Settling Respondent for breach of contract or construction delays caused by the United

States' implementation of response actions at the Site and/or interference with Settling

Respondent's use of the Property and/or closure of Settling Respondent's operations or a part

thereof. In addition, Settling Respondent shall indemnify and hold harmless the United States

with respect to any and all claims for damages and reimbursement arising from or on account of

any contract, agreement, or arrangement between Settling Respondent and any person for

performance of activities on or relating to the Property, including, but not limited to, claims

against Settling Respondent for breach of contract and construction delays caused by the United

States' implementation of response actions at the Site and/or interference with Settling

Respondent's use of the Property and/or closure of Settling Respondent's operations or a part

thereof.

IX. CERTIFICATION

43. By entering into this Agreement, the Settling Respondent certifies that to the best

of its knowledge and belief it has fully and accurately disclosed to EPA all information known to

Settling Respondent and all information in the possession or control of its officers, directors,

SHA RON STEEL FARRELL WORKS 14 FARRELL SLA G, INCSUPERFVND SITE PROSPECTIVE PURCHASER AGREEMENT

employees, contractors and agents which relates in any way to any Existing Contamination or any

past or potential future release of hazardous substances, pollutants or contaminants at or from the

Site and to its qualification for this Agreement. The Settling Respondent also certifies that to the

best of its knowledge and belief it has not caused or contributed to a release or threat of release of

hazardous substances or pollutants or contaminants at the Site. If the United States determines

that information provided by Settling Respondent is not materially accurate and complete, the

Agreement, within the sole discretion of the United States, shall be null and void and the United

States reserves all rights it may have.

X. UNITED STATES' COVENANT NOT TO SUE

44. Subject to the Reservation of Rights in Section XI of this Agreement, upon

performance of the actions specified in Section IV (Payment) of this Agreement, the United

States covenants not to sue or take any other civil or administrative action against Settling

Respondent for any and all civil liability for injunctive reliefer reimbursement of response costs

pursuant to Sections 106 or 107(a) of CERCLA, 42 U.S.C. §§ 9606 or 9607(a), with respect to

the Existing Contamination.

XI. RESERVATION OF RIGHTS

45. The covenant not to sue set forth in Section X (United States' Covenant Not to

Sue) above does not pertain to any matters other than those expressly specified in Section X. The

United States reserves and the Agreement is without prejudice to all rights against Settling

Respondent with respect to all other matters, including but not limited to, the following:

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(a) claims based on a failure by Settling Respondent to meet a requirement of this

Agreement, including but not limited to Section IV (Payment), Section V (Access/Notice to

Successors in Interest), Section VI (Due Care/Cooperation), Section XVI (Payment of Costs);

(b) any liability resulting from past or future releases of hazardous substances, pollutants

or contaminants, at or from the Site caused or contributed to by Settling Respondent, its

successors, assignees, lessees or sublessees;

(c) any liability resulting from exacerbation by Settling Respondent, its successors,

assignees, lessees or sublessees, of Existing Contamination;

(d) any liability resulting from the release or threat of release of hazardous substances,

pollutants or contaminants, at the Site after the Effective Date of this Agreement, not within the

definition of Existing Contamination;

(e) any liability resulting from the release or threat of release of hazardous substances,

pollutants, or contaminants, off of the Site;

(f) criminal liability;

(g) liability for damages for injury to, destruction of, or loss of natural resources, and for

the costs of any natural resource damage assessment incurred by federal agencies other than

EPA; and

(h) liability for violations of local, State or federal law or regulations.

46. With respect to any claim or cause of action asserted by the United States, the

Settling Respondent shall bear the burden of proving that the claim or cause of action, or any part

thereof, is attributable solely to Existing Contamination.

47. If information is discovered or EPA obtains information which establishes that

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the certification in Section IX of this Agreement was inaccurate or incomplete in any material

respect as of the Effective Date of the Agreement with respect to the Settling Respondent,

nothing in this Agreement constitutes a covenant not to sue or an agreement not to take action or

otherwise limits the ability of the United States to seek or obtain further relief from the Settling

Respondent, and the United States' Covenant Not to Sue in Section X, within the sole discretion

of the United States, shall be null and void.

48. Nothing in this Agreement is intended as a release or covenant not to sue for any

claim or cause of action, administrative or judicial, civil or criminal, past or future, in law or in

equity, which the United States may have against any person, firm, corporation or other entity not

a party to this Agreement.

49. Nothing in this Agreement is intended to limit the right of EPA to undertake

future response actions at the Site or to seek to compel parties other than the Settling Respondent

to perform or pay for response actions at the Site. Nothing in this Agreement shall in any way

restrict or limit the nature or scope of response actions which may be taken or be required by

EPA in exercising its authority under federal law. Settling Respondent acknowledges that it is

purchasing property where response actions may be required. The Settling Respondent further

recognizes that the implementation of response actions may interfere with the Settling

Respondent's use of the Property, and may require closure of its operations or parts thereof.

XII. SETTLING RESPONDENTS COVENANT NOT TO SUE

50. In consideration of the United States' Covenant Not To Sue in Section X of this

Agreement, the Settling Respondent hereby covenants not to sue and not to assert any claims or

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causes of action against the United States, its authorized officers, employees, or representatives

with respect to the Site or this Agreement, including but not limited to, any direct or indirect

claims for reimbursement from the Hazardous Substance Superfund established pursuant to the

Internal Revenue Code, 26 U.S.C. § 9507, through CERCLA Sections 106(b)(2), 1 1 1 , 112, 113.

or any other provision of law, any claim against the United States, including any department,

agency or instrumentality of the United States under CERCLA Sections 107 or 113 related to the

Site, or any claims arising out of response activities at the Site, including claims based on EPA's

oversight of such activities or approval of plans for such activities.

51. The Settling Respondent reserves, and this Agreement is without prejudice to,

actions against the United States based on negligent actions taken directly by the United States,

not including oversight or approval of the Settling Respondent's plans or activities, that are

brought pursuant to any statute other than CERCLA and for which the waiver of sovereign

immunity is found in a statute other than CERCLA. Nothing herein shall be deemed to

constitute preauthorization of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C.

§ 9611, or 40 C.F.R. § 300.700(d).

XIII. PARTIES BOUND/TRANSFER OF COVENANT

52. This Agreement shall apply to and is binding upon the United States and shall

apply to and be binding on the Settling Respondent, its officers, directors, employees, agents,

successors and assigns. Settling Respondent's signature to this Agreement represents that he or

she is fully authorized to enter into the terms and conditions of this Agreement and to legally

bind Settling Respondent. Any change in ownership or corporate status of Settling Respondent

a Pi O \ '"" O f f

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SHARON STEEL FARRELL WORKS 18 FARRELL SLAG, li\CSVPERFVHD SITE PROSPECTIVE PURCHASER AGREEMENT

including, but not limited to, any transfer of assets or real or personal property, shall in no way

alter Settling Respondent's responsibilities under this Agreement.

53. Notwithstanding any other provisions of this Agreement, all of the rights, benefits

and obligations conferred upon Settling Respondent under this Agreement may be assigned or

transferred to any person with the prior written consent of EPA in its sole discretion.

54. The Settling Respondent agrees to pay the reasonable costs incurred by EPA to

review any subsequent requests for consent to assign or transfer the benefits conferred by this

Agreement.

55. In the event of an assignment or transfer of the Property or an assignment or

transfer of an interest in the Property, the assignor or transferor shall continue to be bound by all

the terms and conditions, and subject to all the benefits, of this Agreement except as EPA and the

assignor or transferor agree otherwise and modify this Agreement, in writing, accordingly.

Moreover, prior to or simultaneous with any assignment or transfer of the Property, the assignee

or transferee must consent in writing to be bound by the terms of this Agreement including but

not limited to the certification requirement in Section IX of this Agreement in order for the

Covenant Not to Sue in Section X to be available to that party. The Covenant Not To Sue in

Section X shall not be effective with respect to any assignees or transferees who fail to provide

such written consent to EPA.

XIV. DISCLAIMER

56. This Agreement in no way constitutes: (a) a finding by EPA as to the risks to

human health and the environment which may be posed by contamination at the Property or the

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SHARON STEEL FARRELL WORKS 19 FARRELL SLAG.SL'PERFU,\D SITE PROSPECTIVE PURCHASER AGREEMENT

Site; or (b) constitutes any representation by EPA that the Property or any other portion of the

Site is fit for any particular purpose.

XV. DOCUMENT RETENTION

57. The Settling Respondent agrees to retain and make available to EPA all business

and operating records, contracts, site studies and investigations, and documents relating to

operations at the Property, for at least ten years, following the effective date of this Agreement

unless otherwise agreed to in writing by the Parties. At the end of ten years, the Settling

Respondent shall notify EPA of the location of such documents and shall provide EPA with an

opportunity to copy any documents at the expense of EPA.

XVI. PAYMENT OF COSTS

58. If the Settling Respondent fails to comply with the terms of this Agreement,

including, but not limited to, the provisions of Section IV (Payment) of this Agreement, it shall

be liable for all litigation and other enforcement costs incurred by the United States to enforce

this Agreement or otherwise obtain compliance. At the sole option of the United States, the

United States' Covenant Not to Sue shall become null and void should the Settling Respondent

fail to make all payments required under Section IV.

XVII. NOTICES AND SUBMISSIONS

59. Ail notices and submissions due under this Agreement including the notice of

Settling Respondent's payment, a record of the payment and the recording of this Agreement and

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SHARON STEEL FARRELL WORKS 2 0 FARRELL SLAG, Ii\CSl'PERFUiVD SITE PROSPECTIVE PURCHASER AGREEMENT

confinnation of such recording of a certified copy of this Agreement as required by paragraph

above, shall be sent to EPA, as follows:

Remedial Project ManagerSharon Steel Farrell Works Superfund SiteHazardous Site Cleanup DivisionU.S. Environmental Protection Agency1650 Arch StreetPhiladelphia, PA 19103

XVIII. EFFECTIVE DATE

60. After executing this Agreement, EPA shall publish notice of the Agreement in the

Federal Register for a thirty (30) day public comment period. EPA reserves the right to withdraw

its consent to this Agreement if the public comment period discloses facts or considerations

which indicate that this Agreement is inappropriate, improper or inadequate. The Effective Date

of this Agreement is that date set forth in Paragraph 9, above.

XIX. TERMINATION

61. If any Party believes that any or ail of the obligations under Section V

(Access/Notice to Successors in Interest) are no longer necessary to ensure compliance with the

requirements of the Agreement, that Party may request in writing that the other Party agree to

terminate the provision(s) establishing such obligations; provided, however, that the provisions)

in question shall continue in force unless and until the party requesting such termination receives

written agreement from the other party to terminate such provisions).

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SHARONSTEEL FARRELL WORKS 21 FARRELL SLAG, L\CSUPERFUHD SITE PROSPECTIVE PURCHASER AGREEMENT

XX. CONTRIBUTION PROTECTION

62. With regard to claims for contribution against Settling Respondent, the Parties

hereto agree that the Settling Respondent is entitled to protection from contribution actions or

claims as provided by CERCLA Section 113(f)(2), 42 U.S.C. § 9613(0(2), for matters addressed

in this Agreement. The matters addressed in this Agreement are all response actions taken or to

be taken and response costs incurred or to be incurred by the United States or any other person

for the Site with respect to the Existing Contamination.

63. The Settling Respondent agrees that with respect to any suit or claim for

contribution brought by it for matters related to this Agreement, it will notify the United States in

writing no later than sixty (60) days prior to the initiation of such suit or claim.

64. The Settling Respondent also agrees that, with respect to any suit or claim for

contribution brought against it for matters related to this Agreement, it will notify the United

States in writing within ten (10) days of service of the complaint on it.

XXI. APPENDIX A

65. Appendix A shall mean the description of the Letter of Credit required by this

Agreement.

XXII. EXHIBITS

66. Exhibit 1 shall mean the description of the Property which is the subject of this

Agreement.

67. Exhibit 2 shall mean the map depicting the Site.

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SHARON STEEL FARRELL WORKS 2 2 FARRELL SLAG, //VCSUPERFUXD SITE PROSPECTIVE PURCHASER AGREEMENT

XXIII. PUBLIC COMMENT

68. This Agreement shall be subject to a thirty-day public comment period, after

which EPA may modify or withdraw its consent to this Agreement if comments received disclose

facts or considerations which indicate that this Agreement is inappropriate, improper or

inadequate.

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SHARON STEEL FARRELL WORKSSUPERFVMDSITE

23 FARRELL SLAG, INCPROSPECTIVE PURCHASER AGREEMENT

IT IS SO AGREED:

By:

Date:

FOR THE UNITED STATES OF AMERICA

Assistant Attorney Generalenvironment and Natural Resources

DivisionU.S. Department of Justice950 Pennsylvania Ave. NWWashington, DC 20530

/idTrial AttorneyEnvironmental Enforcement SectionEnvironment and Natural Resources

DivisionU.S. Department of JusticeP.O. Box 76IIBen Franklin StationWashington, DC. 20044

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SHARON STEEL FARRELL WORKS 2 4 FARRELL SLAG, INCSUPERFUND SITE PROSPECTIVE PURCHASER AGREEMENT

UNITED STATES ENVIRONMENTAL PROTECTION AGENCYBY:

Bradley M. CampbellRegional AdministratorU.S. EnvironmentalProtection AgencyRegion III1650 Arch StreetPhiladelphia, PA 19103

WiTliarnt. Early /Regional Counsel./U.S. EnvironmentalProtection AgeiicyRegion III I1650 Arch StreetPhiladelphia, PA 19103

_Ami Y. AntoiSenior Assiitaiit Regional CounselU.S. EnvironmentalProtection AgencyRegion III1650 Arch StreetPhiladelphia, PA 19103

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SHARON STEEL FARRELL WORKSSUPERFVNDS1TE

2 5 FARRELL SLAG. INCPROSPECTIVE PURCHASER A GREEMEKT

Farrell Slag, Inc.

By:

Name:

Title:

Date:

Name:

TiUe:

Date: 3_.

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SHARON STEEL FARRELL WORKS FARRELL SLAG. INCSUPERFVND SITE PROSPECTIVE PURCHASER AGREEMENT

APPENDIX A

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SHARON STEEL FARRELL WORKS FARRELL SLAG, INCSUPERFUND SITE PROSPECTIVE PURCHASER AGREEMENT

APPENDIX AIRREVOCABLE STANDBY LETTER OF CREDIT

Regional AdministratorRegion IIIU.S. Environmental Protection Agency

Dear Sir or Madam:

We hereby establish our Irrevocable Standby Letter of Credit No. in your favor, atthe request of and for the account of Farrell Slag, Inc. ("Settling Respondent" or "Farrell"), in theamount of two hundred fifty thousand U.S. dollars $250,000, available upon presentation of

(1) your sight draft, bearing reference to this letter of credit no. , and(2) your signed statement reading as follows: "I certify that the amount of the draft is

payable pursuant to the terms and conditions of the Prospective Purchaser Agreement ("PPA" or"AgreemenTX Docket Number CER€LA-PPA-2tKW-OOOI.

This letter of credit is effective as of [date to be no later than 30 days of signing of thePPA] and shall expire one year after the effective date of this letter of credit, but such expirationdate shall be automatically extended for a period of one year on each successive expiration date,unless, at least 120 days before the current expiration date, we notify both you and SettlingRespondent by certified mail that we have decided not to extend this letter of credit beyond thecurrent expiration date. In the event you are so notified the credit shall be available uponpresentation of your sight draft for 120 days after the date of receipt by both you and SettlingRespondent as shown on the signed return receipts.

Whenever this letter of credit is drawn on under and in compliance with the terms of theAgreement, Docket Number CERCLA-PPA-2000-0001, a copy of which is hereto attached, weshall duly honor such draft upon presentation to us, and we shall deposit the amount of the draftin accordance with Section IV (Payment) of the Agreement.

[Signature and Title of Officials of Issuing Institution]

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SHARON STEEL FARRELL WORKS FARRELL SLAG, INCSUPERFUND SITE PROSPECTIVE PURCHASER A GREEME,\T

EXHIBIT 1

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EXHIBIT 2

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