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RESOLUTION TO APPROVE AND EXECUTE THE THIRD AMENDMENT TO THE
CONSENT DECREE AND ENVIRONMENTAL SETTLEMENT AGREEMENT IN
IN RE: TRONOX INCORPORATED, ET AL., S.D.N.Y. CASE NO. 09-10156
resolution
WHEREAS, the COUNTY OF DUPAGE, the United States, twenty-two States, certain Local Governments, and the Navajo Nation previously entered into a Consent Decree and Environmental Settlement Agreement (“Environmental Settlement Agreement” or “ESA”) with the Defendant(s) (hereinafter “Debtors”) in In Re: Tronox Incorporated, et al., S.D.N.Y. Case No. 09-10156, which went into effect on February 14, 2011, and which resulted in over $4.4 billion directed to various Environmental Response Trusts/Accounts to fund and complete cleanup (“Environmental Actions”) at dozens of contaminated industrial and mining sites nationwide, including within West Chicago, Illinois; and
WHEREAS, the ESA provides for amendment of the Settlement Agreement by a writing signed by all parties; and
WHEREAS, the ESA was previously amended by a First Amendment and Second Amendment; and
WHEREAS, pursuant to the Environmental Settlement Agreement and related trust agreements as amended, (“Environmental Response Trust Agreements”), five trusts (“Environmental Response Trusts”) were created for purposes specified in the Environmental Settlement Agreement and the Environmental Response Trust Agreements, including but not limited to addressing administrative and property management functions with respect to certain properties transferred by Debtors to the Environmental Response Trusts, and performing, managing, and/or funding Environmental Actions at specified sites (“Environmental Response Trust Sites”);
WHEREAS, subject to the terms of the Environmental Settlement Agreement and Environmental Response Trust Agreements, the Environmental Response Trusts’ funding was, and is, allocated into (1) distinct accounts within the Environmental Response Trusts, which include Environmental Cost Accounts, Work Accounts, and (as a result of this proposed amendment (the “THIRD AMENDMENT”)) the “Brunswick Site Special Trust Account” from which funds may be spent for Environmental Actions at specified Environmental Response Trust Sites; and (2) Administrative Accounts from which funds may be spent by the Environmental Response Trusts for Administrative Costs; and
WHEREAS, the Parties to the ESA now again seek to amend the provisions of the Environmental Settlement Agreement to allow for transfers of funds within and among the various Environmental Response Trusts to better address surpluses and deficits among the trust accounts, while at the same time ensuring that no funds are transferred from a site unless the beneficiaries connected to the site agree; and
WHEREAS, the proposed THIRD AMENDMENT also effectuates certain specific transfers to address Unfunded Critical Needs at trust sites, which exist where an Environmental Cost Account or Work Account for a site has insufficient funding (i) to control or mitigate ongoing human exposures or the imminent threat of human exposures at the site or (ii) to characterize the site sufficiently to know whether such exposures or imminent threats exist; and
WHEREAS, the Parties agree that the modifications contained in the proposed THIRD AMENDMENT are necessary, appropriate, and in the public interest.
NOW, THEREFORE, BE IT RESOLVED by the DuPage County Board that the attached THIRD AMENDMENT TO THE CONSENT DECREE AND ENVIRONMENTAL SETTLEMENT AGREEMENT between the COUNTY and the parties thereto is hereby accepted and approved, and that the Chair of the DuPage County Board is hereby authorized and directed to execute the THIRD AMENDMENT on behalf of the COUNTY.
BE IT FURTHER RESOLVED that the DuPage County Clerk be directed to transmit certified copies of this Resolution and the attached executed THIRD AMENDMENT to the United States Department of Justice, by and through the DuPage County State’s Attorney’s Office.
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Enacted and approved this 8th Day of September, 2026 at Wheaton, Illinois.
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DEBORAH A. CONROY, CHAIR
DU PAGE COUNTY BOARD
Attest: ___________________________________
JEAN KACZMAREK, COUNTY CLERK