Intel

Final Project Agreement -- Terms and Conditions of the FPA (cont.)

MODIFICATION, TERMINATION AND RENEWAL OF THE FPA

Modification of the FPA

This FPA is designed to implement a streamlined, results-based, accountable system of measurable environmental goals for the Ocotillo Site. However, additional issues may arise as a result of FAB 12 technology changes, new construction or improvements of the Ocotillo Site, amendments to relevant statutory or regulatory requirements, or other developments related to the Ocotillo Site. In this regard, Parties may suggest revisions to the FPA. Proposed modifications to the FPA, including suggested revisions to its attachments, shall be subject to the following process:

Notice of any proposed modifications shall be made promptly to ADEQ;

Within ten (10) days after receiving notice of any proposed modification, ADEQ will (i) notify all affected regulatory agencies and the Community Advisory Panel ("CAP") of the proposed modification, and (ii) evaluate whether and/or how individual modifications might affect the text of the FPA from a multi-media perspective;

Where the proposed modification involves an attached permit, the integrated report form or the consolidated emergency plan, the Agency with statutory or regulatory jurisdiction over the proposed modification shall coordinate the process, including public input, for such modifications consistent with applicable requirements:

The Agency with jurisdiction over the proposed modification may request the assistance of ADEQ in coordinating public input and evaluating the merits of the modification where appropriate (e.g., where the modification may affect other aspects of the FPA and/or where the modification could raise multi-media issues);

The ultimate decision on whether to adopt a modification to an enforceable requirement in any of the attached permits or in the consolidated reports and emergency plan, rests with the Agency that has statutory and/or regulatory jurisdiction over such modification.

Where the proposed modification does not involve the attached air permit, the integrated report form or the consolidated emergency response plan, the process for any proposed modification shall be as follows:

All such proposed modifications shall be in writing and include a signature page for their ratification and execution;

Within ten (10) days after ADEQ receives notice of any such proposed modification the Agency shall solicit public input on the modification from the Community Advisory Panel ("CAP"), which shall be taken into account by the Parties in determining whether to ratify the modification;

Each Party must determine whether to ratify the proposed modification within thirty (30) days of the date ADEQ notifies the Party of any such proposed modification. If the Parties ratify the proposed modification, it will become effective as of the date of execution by all Parties;

If, within thirty (30) days of the date ADEQ notifies other Parties of any such proposed modification, one or more of the Parties informs ADEQ that it does not agree to the proposed modification, the majority of the Parties may choose to implement a non-binding Alternate Dispute Resolution ("ADR") mechanism to determine whether the proposed modification should be further discussed;

The non-binding ADR mechanism shall be selected by Intel and the coordinating Agency (ADEQ) in consultation with other interested Parties, and it shall entail, at a minimum, the use of a mediation expert to assist the Parties in discussing the merits of the proposed modification. A period of thirty (30) days shall be set aside for the ADR process. This period can be extended upon agreement by all of the Parties;

If, after the use of non-binding ADR for the thirty (30) day period, one or more Parties still are not willing to ratify the proposed modification, it shall be rejected.

Termination And Renewal Of The FPA

This FPA shall terminate on or before December 31, 2001. At least 180 days prior to this termination date, ADEQ shall notify and coordinate a meeting between the Parties to negotiate a renewal of the FPA and ensure that the process receives appropriate public input. If any permit also is being reviewed at this time, the Agency which has the authority to renew the permit must ensure that the permit renewal process, including public input on the permit, is consistent with applicable requirements. The following procedure shall apply if a Party decides to seek withdrawal from the FPA before December 31, 2001:

The Party seeking withdrawal must provide written notice to all other Parties at least one hundred and twenty (120) days before the proposed date of withdrawal. The notice must explicitly state the basis for the Party's request to withdraw from the FPA;

The Parties shall attempt to resolve any issues giving rise to the withdrawal request on an expedited basis;

If, at the end of thirty (30) days from the date that notice was given, the issues underlying the withdrawal request have not been resolved by the Parties, a non-binding Alternate Dispute Resolution ("ADR") mechanism shall be implemented by the Parties;

The non-binding ADR mechanism shall be selected by Intel and the coordinating Agency (ADEQ) in consultation with other interested Parties and it shall entail, at a minimum, the use of a mediation expert to assist the Parties in resolving the issues raised by the proposed withdrawal. A period of no more than ninety (90) days shall be set aside for the ADR process, unless the Parties agree to extend such period;

If, after the use of the non-binding ADR process for the 90 day period, the issues giving rise to the request to withdraw have not been resolved, the withdrawal request shall be granted at that time; but

Withdrawal from the FPA by any Party shall not affect the legal status of any permit attached to the FPA. Such permits shall expire according to their own predetermined termination dates. Nevertheless, premature termination of the FPA shall be effectuated with minimal disruption on Intel's operations at the Ocotillo Site. At a minimum, adequate lead time of not less than 90 days shall be granted to Intel to make any necessary modifications to its operations affected by the withdrawal.

As the coordinating Agency, ADEQ will ensure that the Parties follow all of the above procedures in dealing with a request for premature termination. Upon the withdrawal of any Party, those parts of the FPA that fall within the legal authority and jurisdiction of the withdrawing Party shall become inoperative. The remaining parts of the FPA that can be implemented independently of the provision(s) that have been withdrawn, shall remain in full force and effect after the Party's withdrawal.

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