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Joseph Patella, Esq. ANDREWS KURTH LLP 450 Lexington Avenue, 15Th Floor, New York, New York 10017 Tel: 609.716.6500 Fax: 609.799.7000

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Joseph Patella, Esq. ANDREWS KURTH LLP 450 Lexington Avenue, 15Th Floor, New York, New York 10017 Tel: 609.716.6500 Fax: 609.799.7000 Joseph Patella, Esq. ANDREWS KURTH LLP 450 Lexington Avenue, 15th Floor, New York, New York 10017 Tel: 609.716.6500 Fax: 609.799.7000 Thomas E. Starnes, Esq. Charles M. Crout, Esq. ANDREWS KURTH LLP 1350 I Street NW Suite 1100 Washington, DC 20005 Tel: 202.662.2700 Fax: 202.662.2739 NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION, THE COMMISSIONER OF THE NEW JERSEY ENVIRONMENTAL PROTECTION AGENCY, and THE ADMINISTRATOR OF THE NEW JERSEY SPILL COMPENSATION FUND, Plaintiffs, vs. SUPERIOR COURT OF NEW JERSEY OCCIDENTAL CHEMICAL CORPORATION, TIERRA SOLUTIONS, INC., MAXUS ENERGY LAW DIVISION - ESSEX COUNTY CORPORATION, REPSOL YPF, S.A, YPF, S.A, DOCKET NO. L-009868-05 YPF HOLDINGS, INC. and CLH HOLDINGS, Defendants, MAXUS ENERGY CORPORATION and TIERRA SOLUTIONS, INC., Third-Party Plaintiffs, vs. 3M COMPANY, AC.C., INC., ACH FOOD COMPANIES, INC., ACTIVE OIL SERVICE, ADCO CHEMICAL COMPANY, AGC CHEMICALS AMERICAS, INC., WAS:144301.l ALDEN-LEEDS, INC., ALLIANCE CHEMICAL, INC., ALUM AX MILL PRODUCTS, INC., AMCOL REALTY CO., AMERICAN INKS AND COATINGS CORPORATION, APEXICAL, INC., APOLAN INTERNATIONAL, INC., ARKEMA, INC., ASHLAND INC., ASHLAND INTERNATIONAL HOLDINGS, INC., ASSOCIATED AUTO BODY & TRUCKS, INC., ATLAS REFINERY, INC., AUTOMATIC ELECTRO-PLATING CORP., AKZO NOBEL COATINGS, INC., BASF CATALYSTS LLC, BASF CONSTRUCTION CHEMICALS INC., BASF CORPORATION, BAYER CORPORATION, BEAZER EAST, INC., BELLEVILLE INDUSTRIAL CENTER, BENJAMIN MOORE & COMPANY, BEROL CORPORATION, B-LINE TRUCKING, INC., BORDEN & REMINGTON CORP., C.S. OSBORNE & CO., CAMPBELL FOUNDRY COMPANY, CASCHEM, INC., CBS CORPORATION, CELANESE LTD., CHEMICAL COMPOUNDS INC., CHEMTURA CORPORATION, CLEAN EARTH OF NORTH JERSEY, INC., COSMOPOLITAN GRAPHICS CORPORATION, CIBA CORPORATION, COLTEC INDUSTRIES INC., COLUMBIA TERMINALS, INC., COMO TEXTILE PRINTS, INC., CONAGRA PANAMA, INC.; CONOPCO, INC., CONSOLIDATED RAIL CORPORATION, COOK & DUNN PAINT CORPORATION, COSAN CHEMICAL CORPORATION, COY ANTA ESSEX COMPANY, CRODA, INC., CRUCIBLE MATERIALS CORPORATION, CURTISS-WRIGHT CORPORATION, CWC INDUSTRIES, INC., DARLING INTERNATIONAL, INC., DAVANNE REALTY CO., DELEET MERCHANDISING CORPORATION, DELV AL INK AND COLOR, INCORPORATED, 2 WAS:144301.l DILORENZO PROPERTIES COMPANY, L.P., E.!. DU PONT DE NEMOURS AND COMPANY, EASTMAN KODAK COMPANY, EDEN WOOD CORPORATION, ELAN CHEMICAL COMPANY, INC., EM SERGEANT PULP & CHEMICAL CO., EMERALD HILTON DAVIS, LLC, ESSEX CHEMICAL CORPORATION, EXXON MOBIL F.E.R. PLATING, INC., FINE ORGANICS CORPORATION, FISKE BROTHERS REFINING COMPANY, FLEXON INDUSTRIES CORPORATION, FLINT GROUP INCORPORATED, FORT JAMES CORPORATION, FOUNDRY STREET CORPORATION, FRANKLIN-BURLINGTON PLASTICS, INC., GARFIELD MOLDING COMPANY, INC., GENERAL CABLE INDUSTRIES, INC.; GENERAL DYNAMICS CORPORATION, GENERAL ELECTRIC COMPANY, GENTEK HOLDING LLC, GIVAUDAN FRAGRANCES CORPORATION, G. J. CHEMICAL CO., GOODY PRODUCTS, INC., GORDON TERMINAL SERVICE CO. OF N.J., INC., HARRISON SUPPLY COMPANY, HARTZ MOUNTAIN CORPORATION, HAVENICK ASSOCIATES L.P., HEXCEL CORPORATION, HEXION SPECIALTY CHEMICALS, INC., HOFFMANN-LA ROCHE INC., HONEYWELL INTERNATIONAL INC., HOUGHTON INTERNATIONAL INC., HUDSON TOOL & DIE COMPANY, INC, HY-GRADE ELECTROPLATING CO., ICI AMERICAS INC., INNOSPEC ACTIVE CHEMICALS LLC, INX INTERNATIONAL INK CO., ISP CHEMICALS INC., ITT CORPORATION, KEARNY SMELTING & REFINING CORP., KAO BRANDS COMPANY, KOEHLER-BRIGHT STAR, INC., LINDE, INC., LUCENT TECHNOLOGIES, INC., MACE ADHESIVES & COATINGS COMPANY, INC., MALLINCKRODT INC., MERCK & CO., INC., METAL MANAGEMENT NORTHEAST, INC., MI HOLDINGS, INC., 3 WAS: 144301.1 MILLER ENVIRONMENTAL GROUP, INC., MORTON INTERNATIONAL, INC., N L INDUSTRIES, INC., NAPPWOOD LAND CORPORATION, NATIONAL FUEL OIL, INC., NATIONAL-STANDARD, LLC, NELL-JOY INDUSTRIES, INC., NESTLE U.S.A., INC., NEW JERSEY TRANSIT CORPORATION, NEWS AMERICA, INC., NEWS PUBLISHING AUSTRALIA LIMITED, NORPAK CORPORATION, NOVELIS CORPORATION, ORANGE AND ROCKLAND UTILITIES, INC., OTIS ELEVATOR COMPANY, PRC-DESOTO INTERNATIONAL, INC., PASSAIC PIONEERS PROPERTIES COMPANY, PFIZER INC., PHARMACIA CORPORATION, PHELPS DODGE INDUSTRIES, INC., PHILBRO, INC., PITT-CONSOL CHEMICAL COMPANY, PIVOTAL UTILITY HOLDINGS, INC., PPG INDUSTRIES, INC., PRC-DESOTO INTERNATIONAL, INC., PRAXAIR, INC., PRECISION MANUFACTURING GROUP, LLC, PRENTISS INCORPORATED, PROCTER & GAMBLE MANUFACTURING COMPANY, PRYSMIAN COMMUNICATIONS CABLES AND SYSTEMS USA LLC, PSEG FOSSIL LLC, PUBLIC SERVICE ELECTRIC AND GAS COMPANY, PURDUE PHARMA TECHNOLOGIES, INC., QUALA SYSTEMS, INC., QUALITY CARRIERS, INC., RECKITT BENCKISER, INC., REICHHOLD, INC., REVERE SMELTING & REFINING CORPORATION, REXAM BEVERAGE CAN COMPANY, ROMAN ASPHALT CORPORATION, ROYCE ASSOCIATES, A LIMITED PARTNERSHIP, R.T. VANDERBILT COMPANY, INC., RUTHERFORD CHEMICALS LLC, S&A REALTY ASSOCIATES, INC., SCHERING CORPORATION, SEQUA CORPORATION, SETON COMPANY, SIEMENS WATER TECHNOLOGIES CORP. SINGER SEWING COMPANY SPECTRASERV, INC., 4 WAS:144301.1 STWB,INC., SUN CHEMICAL CORPORATION, SVP WORLDWIDE, LLC, TATE & LYLE INGREDIENTS AMERICAS, INC., TEVA PHARMACEUTICALS USA, INC., TEV AL CORP., TEXTRON INC., THE DIAL CORPORATION, THE DUNDEE WATER POWER AND LAND COMPANY, THE NEWARK GROUP, INC., THE OKONITE COMPANY, INC., THE SHERWIN-WILLIAMS COMPANY, THE STANLEY WORKS, THE V ALSP AR CORPRATION, THIRTY-THREE QUEEN REALTY INC., THREE COUNTY VOLKSWAGEN CORPORATION, TIDEWATER BALING CORP., TIFFANY & CO., TIMCO, INC., TRIMAX BUILDING PRODUCTS, INC., TROY CHEMICAL CORPORATION, INC., UNIVERSAL OIL PRODUCTS COMPANY, V. OTTILIO & SONS, INC., VELSICOL CHEMICAL CORPORATION, VEOLIA ES TECHNICAL SOLUTIONS, L.L.C., VERTELLUS SPECIALTIES INC., VITUSA CORP., VULCAN MATERIALS COMPANY, W.A.S. TERMINALS CORPORATION, W.A.S. TERMINALS, INC., W.C. INDUSTRIES, WHITTAKER CORPORATION, WIGGINS PLASTICS, INC., ZENECA INC., Third-Party Defendants. MAXUS ENERGY CORPORATION'S AND TIERRA SOLUTIONS, INC.'S THIRD-PARTY COMPLAINT "B" Defendants Maxus Energy Corporation ("Maxus") and Tierra Solutions, Inc. ("Tierra") bring this Third-Patiy Complaint against the herein named Third-Party Defendants, and allege as follows: 5 WAS: 144301.1 PROCEDURAL BACKGROUND 1. The Plaintiffs (collectively, "the State," unless otherwise indicated) commenced this lawsuit on December 13, 2005, suing Defendants Occidental Chemical Corporation ("Occidental"), Tierra, Maxus, Repsol YPF, S.A., YPF, S.A., YPF Holdings, Inc. and CLH Holdings (collectively, "Defendants"). 1 After several revisions, the State's Complaint seeks to recover from the Defendants past and future "cleanup and removal costs"-as well as unspecified economic damages, punitive damages, damages for alleged "unjust enrichment," penalties and a variety of other forms of relief-purportedly arising from the alleged discharges into the Passaic River of 2,3,7,8-tetrachlorodibenzo-p-dioxin (a form of dioxin referred to as "TCDD") and other unspecified "hazardous substances" from a plant that operated at 80 Lister Avenue in Newark, New Jersey ("Lister Plant") for approximately twenty years before the plant was closed in 1969. 2. The State further alleges that, after operations at the Lister Plant ceased, Hazardous Substances purpOliedly discharged from the plant "migrated" throughout the lower 17 miles of the Passaic River, Newark Bay, the lower reaches ofthe Hackensack River, the Arthur Kill, the Kill van Kull, "and into adjacent waters and sediments," which Plaintiffs define collectively as the "Newark Bay Complex." Plaintiffs contend that Occidental, Maxus and Tierra are "responsible for the liabilities arising from almost forty years of discharges of TCDD, DDT, and other hazardous substances" at 80 Lister Avenue. 3. In an Answer filed on October 6, 2008, Maxus and Tierra have substantially denied the Plaintiffs' allegations in the Second Amended Complaint. On the same date, moreover, Maxus and Tierra filed a Counterclaim that explained in detail that the longstanding and widespread pollution of the vast water body addressed in the Complaint cannot plausibly be blamed on the operations of a single manufacturing facility that opened some 40 years after the Governor of New Jersey admitted in his The Plaintiffs in the original complaint were the New Jersey Department of Environmental Protection ("NJDEP") and the Administrator of the New Jersey Spill Compensation Fund (the "Administrator"). The Commissioner of NJDEP ("Commissioner") was added as named plaintiff in the Second Amended Complaint filed in 2008. 6 WAS:144301.1 January 1902 inaugural address that "the pollution of the Passaic River from the adjacent population" had already "destroyed the use and beauty of a noble stream and gravely injured manufacturing and propeliy interests on its banks." See Counterclaim of Defendants Maxus Energy COlporation and Tierra Solutions, Inc. ("Counterclaim"), ~ 2 (citing New York Times (1/22/1902)). 4. Indeed, more than a century before the State singled out the Defendants as scapegoats for the pollution that has long plagued the Passaic River and Newark Bay, yet another Governor acknowledged to the Senate and General Assembly that the Passaic River had already "undergone the fate of all similar streams that happen to flow through sections attractive to large populations and manufacturing industries. It has become the receptacle of the wash, the refuse, and the general sewage of the great and rapidly growing populations of the valley, until public comfOli and health are threatened from the excess of pollution poured into the stream." Id., ~ 1 (citing Journal of the Fffty-Third Senate of
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