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South Carolina
JUDICIAL DEPARTMENT
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2011-01-28-03

STIPULATION, MUTUAL RELEASE
AND SETTLEMENT AGREEMENT

This Stipulation, Mutual Release and Settlement Agreement (“AGREEMENT”), effective January 4, 2011, is hereby entered into by and between Studsvik Processing Facility Limited Liability Company d/b/a Studsvik Processing Facility Erwin, LLC (“STUDSVIK”), South Carolina State Budget and Control Board, an Agency of the State of South Carolina (“B&CB”) and Chem-Nuclear Systems, L.L.C. (“CHEM-NUCLEAR”) (collectively, the “PARTIES”).

RECITALS

WHEREAS, STUDSVIK, from time to time, shipped low-level nuclear waste (“WASTE”) for disposal at South Carolina’s Barnwell Waste Management Facility (“SITE”); and

WHEREAS, the SITE is owned by the State of South Carolina, and the B&CB operates the SITE and oversees the disposal of WASTE at the SITE pursuant to the provisions of the Atlantic Interstate Low-Level Radioactive Waste Compact Implementation Act, S.C. Code Ann. § 48-46-10, et seq. (the “ATLANTIC COMPACT ACT”); and

WHEREAS, CHEM-NUCLEAR manages the SITE as the agent of the B&CB; and

WHEREAS, the B&CB and STUDSVIK executed an Authorization to Import Radioactive Waste Into the Atlantic Compact Region for Disposal at Barnwell, South Carolina, Fiscal Years 2006, 2007, and 2008, executed, April 11, 2005 and as amended (the “IMPORTATION AGREEMENT”); and

WHEREAS, CHEM-NUCLEAR and STUDSVIK entered into the CHEM-NUCLEAR SYSTEMS, L.L.C. DISPOSAL CONTRACT # CNS-2002-064 dated May 30, 2002 and as amended (the “CNS CONTRACT”); and

WHEREAS, STUDSVIK delivered WASTE to the SITE for disposal during Fiscal Years 2006, 2007, and 2008, pursuant to disposal rates set out in the IMPORTATION AGREEMENT; and

WHEREAS, STUDSVIK filed a lawsuit in Richland County styled “Studsvik Processing Facility Limited Liability Company d/b/a Studsvik Processing Facility Erwin, LLC v. South Carolina State Budget and Control Board, an Agency of the State of South Carolina, and Chem-Nuclear Systems, L.L.C.,” Docket No. 2008-CP-40-08043 (the “LAWSUIT”); and

WHEREAS, B&CB has asserted a counterclaim against STUDSVIK in the LAWSUIT; and

WHEREAS the PARTIES to this AGREEMENT have agreed to resolve some of their disputes under terms and conditions more fully set forth herein;

NOW, THEREFORE, for good and valuable consideration received, the PARTIES to this AGREEMENT hereby agree, represent and warrant as follows:

DEFINITIONS

1. “CLAIMS” means any and all claims, liabilities, rights, demands, suits, matters, obligations, losses, damages, injuries or costs, actions or causes of action, of every kind, whether known or unknown, asserted or unasserted, suspected or unsuspected, foreseen, foreseeable or unforeseen, latent or patent, based upon any legal or equitable theory whatsoever, that have been, are now, could have been, or could be in the future asserted, in the LAWSUIT or elsewhere for relief, damages, costs, expenses, attorneys fees, or compensation of any kind arising from or in any way related to the CNS CONTRACT, or otherwise connected with the subject matter of the LAWSUIT.

2. “STUDSVIK RELEASEES” means Studsvik Processing Facility Limited Liability Company d/b/a Studsvik Processing Facility Erwin, LLC and all of its predecessors and successors and all of its future, present and former direct or indirect affiliates, assigns, directors, officers, partners, members, shareholders, parents, subsidiaries, divisions, employees, privies, insurers, associates, agents, servants, attorneys, representatives, and subcontractors.

3. “CHEM-NUCLEAR RELEASEES” means Chem-Nuclear Systems, L.L.C., and all of its predecessors and successors and all of its future, present and former direct or indirect affiliates, assigns, directors, officers, partners, members, shareholders, parents, subsidiaries, divisions, employees, privies, insurers, associates, agents, servants, attorneys, representatives, and subcontractors.

TERMS

1. The PARTIES agree and acknowledge that the IMPORTATION AGREEMENT governs the relationship between the B&CB and STUDSVIK with respect to the matters set forth therein, during Fiscal Years 2006, 2007, and 2008.

2. MUTUAL RELEASES

a. For the consideration set forth herein, CHEM-NUCLEAR forever releases and discharges the STUDSVIK RELEASEES from any and all CLAIMS of any nature whatsoever, including, without limitation, any CLAIMS at law or in equity, requests for actual and punitive damages and equitable relief, and all CLAIMS, causes of action, and damages, whether or not CHEM-NUCLEAR is aware of such CLAIMS, and whether or not such CLAIMS exist as of the date hereof. This release and discharge is intended to be broad and expansive, to release and waive any matter or CLAIM whatsoever, known or unknown, contingent or liquidated, direct or indirect.

b. For the consideration set forth herein, STUDSVIK forever releases and discharges the CHEM-NUCLEAR RELEASEES from any and all CLAIMS of any nature whatsoever, including, without limitation, any CLAIMS at law or in equity, requests for actual and punitive damages and equitable relief, and all CLAIMS, causes of action, and damages, whether or not STUDSVIK is aware of such CLAIMS, and whether or not such CLAIMS exist as of the date hereof. This release and discharge is intended to be broad and expansive, to release and waive any matter or CLAIM whatsoever, known or unknown, contingent or liquidated, direct or indirect.

3. COVENANT NOT TO SUE

a. Except as to enforcement of this AGREEMENT, CHEM-NUCLEAR covenants and agrees that it will forever refrain from instituting, prosecuting, maintaining or pressing any claim, action, suit, or proceeding against the STUDSVIK RELEASEES based in any way upon the CNS CONTRACT and/or because of any actions or omissions arising out of, related to, or in connection with the CLAIMS.

b. Except as to enforcement of this AGREEMENT, STUDSVIK covenants and agrees that it will forever refrain from instituting, prosecuting, maintaining or pressing any claim, action, suit, or proceeding against the CHEM-NUCLEAR RELEASEES based upon the CNS CONTRACT and/or because of any actions or omissions arising out of, related to, or in connection with the CLAIMS.

4. The B&CB and STUDSVIK agree that CHEM-NUCLEAR is not a necessary party, under Rule 19, South Carolina Rules of Civil Procedure, or otherwise, and that CHEM-NUCLEAR’S absence from the LAWSUIT as a result of this AGREEMENT does not prohibit in any way either STUDSVIK or the B&CB from asserting any of the CLAIMS and/or defenses either such PARTY has or may assert in this LAWSUIT.

5. STUDSVIK acknowledges and agrees that, subject to the CLAIMS STUDSVIK has asserted in the LAWSUIT, the IMPORTATION AGREEMENT bestows upon the B&CB an enforceable contractual right to pursue payment of invoices validly and accurately rendered to STUDSVIK for its disposal of WASTE at the SITE, and that neither this AGREEMENT nor CHEM-NUCLEAR’S dismissal from the LAWSUIT negates the B&CB’s right to pursue such payment, which is fully set forth in the IMPORTATION AGREEMENT.

6. Following execution of this AGREEMENT, the PARTIES’ counsel will take all necessary actions to file a STIPULATION OF DISMISSAL dismissing CHEM-NUCLEAR from the LAWSUIT without prejudice in the form attached as EXHIBIT A to this AGREEMENT.

7. The PARTIES agree that this AGREEMENT is a written stipulation between the PARTIES and their counsel, that any PARTY to this AGREEMENT may enter a copy of this executed AGREEMENT into the record of this LAWSUIT by filing it with the Clerk of Court, and that such filing shall satisfy the requirements of Rule 43(k), South Carolina Rules of Civil Procedure with regard to the binding effect of this AGREEMENT.

8. It is further understood and agreed that this AGREEMENT is the compromise of doubtful and disputed CLAIMS and that neither the negotiation of the terms, conditions or other provisions, nor the performance of this AGREEMENT, shall be (a) deemed or construed in any manner whatsoever to be an admission of liability by any PARTY hereto for any purpose, or (b) used by any PARTY hereto for any purpose other than the enforcement of the provisions hereof, provided, however, that nothing in this Paragraph shall affect the validity of the releases and other agreements set forth in this AGREEMENT.

9. The PARTIES represent that they have full authority to enter into, execute, and perform this AGREEMENT and to compromise the CLAIMS or potential CLAIMS referred to herein, that they are or represent the lawful owners of all CLAIMS being settled herein and have not assigned or transferred any of the CLAIMS released herein.

10. Each PARTY represents that it has determined that this AGREEMENT is fair and reasonable under all the circumstances and that this determination has been based solely upon independent judgment after reviewing this AGREEMENT in its entirety and consulting with counsel, and that, in making this determination, each has had an adequate opportunity to discuss and assess the merits of all CLAIMS or potential CLAIMS. Each PARTY further agrees that no fact, event, evidence, circumstance or transaction relating directly or indirectly to the CLAIMS, or which could have been asserted in the LAWSUIT, or which may hereafter be discovered, shall affect in any manner the final and unconditional nature of the Agreement and covenants set forth herein.

11. This AGREEMENT shall be binding upon the PARTIES and their heirs, executors, administrators, successors and assigns.

12. This AGREEMENT is deemed entered into in the State of South Carolina, and shall be construed and interpreted in accordance with the laws of the State of South Carolina.

13. The PARTIES agree to cooperate in the creation and execution of such additional documents as may be necessary in order to carry out the provisions of this AGREEMENT.

14. This AGREEMENT contains the entire agreement between the PARTIES, and the terms of this AGREEMENT may not be modified except by a written instrument duly signed by each PARTY. There are no promises or representations upon which any PARTY relied in deciding to enter into this AGREEMENT, except those that are expressly stated herein.

15. This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

16. This AGREEMENT shall be effective as of the date of execution by the PARTIES. If the PARTIES execute the AGREEMENT on different days, the later of the dates of execution shall be the effective date.

IN WITNESS WHEREOF, the PARTIES have each caused this AGREEMENT to be executed on the date or dates as set forth below.

[Signature pages to follow]

Studsvik Processing Facility Limited Liability Company
d/b/a Studsvik Processing Facility Erwin, LLC
BY: ____________________________
ITS: ____________________________

__________________________________
John F. Beach
Attorney for Plaintiff


South Carolina State Budget and Control Board,
an Agency of the State of South Carolina
BY: ___________________________
ITS: ___________________________

_________________________________
Kenneth P. Woodington
Attorney for Defendant South Carolina State Budget and Control Board

Chem-Nuclear Systems, L.L.C.

BY: ___________________________
ITS: ___________________________

_______________________________________
Robert T. Bockman
Attorney for Defendant Chem-Nuclear Systems, L.L.C.