DSHW-2015-008418 - 0901a06880555a23

Div of Waste Management
and Radiation Control
AUG 0 7 2015
STANDBY TRUST AGREEMENT
Standby Trust Agreement, the "AGREEMENT," entered into as of July 29,2015 by and between
Orbital ATK, Inc, a Delaware corporation, the "GRANTOR," and U.S. Bank, National
Association, incorporated in the State of Ohio, the "TRUSTEE."
Whereas, the Utah Waste Management and Radiation Control Board of the State of Utah has
promulgated certain regulations applicable to the GRANTOR, requiring that an owner or
operator of certain hazardous waste facilities shall provide financial assurance that funds will be
available when needed for closure and post-closure care of the facility within the State of Utah.
Whereas, the GRANTOR has elected to establish an AGREEMENT into which the proceeds for
a Surety Bond may be deposited to assure all or part of such financial responsibility for the
facilities identified therein.
Whereas, the GRANTOR, acting through its duly authorized officers, has selected the TRUSTEE
to be the trustee under this AGREEMENT, and the TRUSTEE is willing to act as trustee.
Now, Therefore, the GRANTOR and the TRUSTEE agree as follows:
Section 1. Definitions. As used in this AGREEMENT:
(a) The term "GRANTOR" means the owner or operator who enters into this AGREEMENT
and any successors or assigns of the GRANTOR.
(b) The term "TRUSTEE" means the TRUSTEE who enters into this AGREEMENT and any
successor TRUSTEE.
(c) The term "Board", "Waste Management and Radiation Control Board" created pursuant to
Utah Code Annotated 19-1-106.
(d) The term "Director" means the Director of the Division of Waste Management and
Radiation Control his successors, designees, and any subsequent entity of the State of Utah
upon whom the duties of regulation and enforcement of regulations governing hazardous
waste.
Section 2. Identification of Facilities and Cost Estimates.
This AGREEMENT pertains to the facilities and cost estimates that will be identified on attached
Schedule A.
Section 3. Establishment of Fund.
Ver 1-Jul 15
Form Closure Standby Trust Agreement
1
The GRANTOR and the TRUSTEE hereby establish a STANDBY TRUST fund, the "FUND,"
for the benefit of the DIRECTOR. The GRANTOR and the TRUSTEE intend that no third party
have access to the FUND except as herein provided. The FUND is established initially as
consisting of the property, which is acceptable to the TRUSTEE, as will then be described in
Schedule B and attached hereto. Such property and any of the property subsequently transferred
to the TRUSTEE is referred to as the FUND, together with all earnings and profits thereon, less
any payments or distributions made by the TRUSTEE pursuant to this AGREEMENT. The
FUND shall be held by the TRUSTEE, IN TRUST, as hereinafter provided. The TRUSTEE shall
not be responsible nor shall it undertake any responsibility for the amount or adequacy of, nor
any duty to collect from the GRANTOR, any payments necessary to discharge any liabilities of
the GRANTOR established by the DIRECTOR.
Section 4. Payment for Closure.
The TRUSTEE shall make payments from the FUND as the DIRECTOR shall direct, in writing,
to provide for the payment of the costs of closure and/or post-closure care of the facilities
covered by this AGREEMENT. The TRUSTEE shall reimburse the GRANTOR or other persons
as specified by the DIRECTOR from the FUND for closure and cleanup expenditures in such
amounts as the DIRECTOR shall direct in writing. In addition, the TRUSTEE shall refund to the
GRANTOR such amounts as the DIRECTOR specifies in writing. Upon refund, such funds shall
no longer constitute part of the FUND as defined herein.
Section 5. Payments Comprising the Fund.
Payments made to the TRUSTEE for the FUND shall consist of cash or securities acceptable to
the TRUSTEE.
Section 6. Trustee Management.
The TRUSTEE shall invest and reinvest the principal and income of the FUND and keep the
FUND invested as a single fund, without distinction between principal and income, in
accordance with general investment policies and guidelines which the GRANTOR may
communicate in writing to the TRUSTEE from time to time, subject, however, to the provisions
of this section. In investing, reinvesting, exchanging, selling, and managing the FUND, the
TRUSTEE shall discharge his duties with respect to the TRUST solely in the interest of the
beneficiary and with the care, skill, prudence, and diligence under the circumstances then
prevailing which persons of prudence, acting in a like capacity and familiar with such matters,
would use in the conduct of an enterprise of a like character and with like aims; except that:
(i) Securities or other obligations of the GRANTOR, or any other owner or operator of the
facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as
amended, 15 U.S.C. 80a-2.(a'), shall not be acquired or held, unless they are securities or other
obligations of the Federal or a State government;
(ii) The TRUSTEE is authorized to invest the FUND in time or demand deposits of the
2
Ver 1-Jul 15
Form Closure Standby Trust Agreement
TRUSTEE, to the extent insured by an agency of the Federal or State government; and
(iii) The TRUSTEE is authorized to hold cash awaiting investment or distribution uninvested
for a reasonable time and without liability for the payment of interest thereon.
Section 7. Commingling and Investment.
The TRUSTEE is expressly authorized in its discretion:
(a) To transfer from time to time any or all of the assets of the FUND to any common,
commingled, or collective trust fund created by the TRUSTEE in which the FUND is eligible to
participate, subject to all of the provisions thereof, to be commingled with the assets of other
trusts participating therein; and
(b) To purchase shares in any investment company registered under the Investment Company
Act of 1940,15 U.S.C. 80a-l et seq., including one which may be created, managed,
underwritten, or to which investment advice is rendered or the shares of which are sold by the
TRUSTEE. The TRUSTEE may vote such shares in its discretion.
Section 8. Express Powers of Trustee.
Without in any way limiting the powers and discretions conferred upon the TRUSTEE by the
other provisions of this AGREEMENT or by law, the TRUSTEE is expressly authorized and
empowered:
(a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by
public or private sale. No person dealing with the TRUSTEE shall be bound to see to the
application of the purchase money or to inquire into the validity or expediency of any such sale
or other disposition;
(b) To make, execute, acknowledge, and deliver any and all documents of transfer and
conveyance and any and all other instruments that may be necessary or appropriate to carry out
the powers herein granted;
(c) To register any securities held in the FUND in its own name or in the name of a nominee
and to hold any security in bearer form or in book entry, or to combine certificates representing
such securities with certificates of the same issue held by the TRUSTEE in other fiduciary
capacities, or to deposit or arrange for the deposit of such securities in a qualified central
depositary even though, when so deposited, such securities may be merged and held in bulk in
the name of the nominee of such depositary with other securities deposited therein by another
person, or to deposit or arrange for the deposit of any securities issued by the United States
Government, or any agency or instrumentality thereof, with a Federal Reserve bank, but the
books and records of the TRUSTEE shall at all times show that all such securities are part of the
FUND;
(d) To deposit any cash in the FUND in interest-bearing accounts maintained or savings
certificates issued by the TRUSTEE, in its separate corporate capacity, or in any other banking
institution affiliated with the TRUSTEE, to the extent insured by an agency of the Federal or
State government; and
(e) To compromise or otherwise adjust all claims in favor of or against the FUND.
3
Ver 1-Jul 15
Form Closure Standby Trust Agreement
Section 9. Taxes and Expenses
All taxes of any kind that may be assessed or levied against or in respect of the FUND and all
brokerage commissions incurred by the FUND shall be paid from the FUND. All other expenses
incurred by the TRUSTEE in connection with the administration of this Trust, including fees for
legal services rendered to the TRUSTEE, the compensation of the TRUSTEE to the extent not
paid directly by the GRANTOR, and all other proper charges and disbursements of the
TRUSTEE shall be paid from the FUND.
Section 10. Annual Valuation.
The TRUSTEE shall annually, after the first deposit of monies from the Surety Bond at least 30
days prior to the anniversary date of establishment of the FUND, furnish to the GRANTOR and
to the DIRECTOR a statement confirming the value of the Trust. Any securities in the FUND
shall be valued at market value as of no more than 60 days prior to the anniversary date of
establishment of the FUND. The failure of the GRANTOR to object in writing to the TRUSTEE
within 90 days after the statement has been furnished to the GRANTOR and the DIRECTOR
shall constitute a conclusively binding assent by the GRANTOR, barring the GRANTOR from
asserting any claim or liability against the TRUSTEE with respect to matters disclosed in the
statement.
Section 11. Advice of Counsel.
The TRUSTEE may from time to time consult with counsel, who may be counsel to the
GRANTOR, with respect to any question arising as to the construction of this AGREEMENT or
any action to be taken hereunder. The TRUSTEE shall be fully protected, to the extent permitted
by law, in acting upon the advice of counsel.
Section 12. TRUSTEE Compensation.
The TRUSTEE shall be entitled to reasonable compensation for its services as agreed upon in
writing from time to time with the GRANTOR.
Section 13. Successor Trustee.
The TRUSTEE may resign or the GRANTOR may replace the TRUSTEE, but such resignation
or replacement shall not be effective until the GRANTOR has appointed a successor Trustee and
this successor accepts the appointment. The successor Trustee shall have the same powers and
duties as those conferred upon the TRUSTEE hereunder. Upon the successor Trustee's
acceptance of the appointment, the TRUSTEE shall assign, transfer, and pay over to the
4
Verl-Jull5
Form Closure Standby Trust Agreement
successor Trustee the funds and properties then constituting the FUND. If for any reason the
GRANTOR cannot or does not act in the event of the resignation of the TRUSTEE, the
TRUSTEE may apply to a court of competent jurisdiction for the appointment of a successor
Trustee or for instructions. The successor Trustee shall specify the date on which it assumes
administration of the TRUST in a writing sent to the GRANTOR, the DIRECTOR, and the
present TRUSTEE by certified mail 10 days before such change becomes effective. Any
expenses incurred by the TRUSTEE as a result of any of the acts contemplated by this Section
sfiall be paid as provided in Section 9.
Section 14. Instructions to the TRUSTEE.
All orders, requests, and instructions by the GRANTOR to the TRUSTEE shall be in writing,
signed by such persons as are designated in the attached Exhibit A or such other designees as the
GRANTOR may designate by amendment to Exhibit A. The TRUSTEE shall be fully protected
in acting without inquiry in accordance with the GRANTOR'S orders, requests, and instructions.
All orders, requests, and instructions by the DIRECTOR to the TRUSTEE shall be in writing,
signed by the DIRECTOR and the TRUSTEE shall act and shall be fully protected in acting in
accordance with such orders, requests, and instructions. The TRUSTEE shall have the right to
assume, in the absence of written notice to the contrary, that no event constituting a change or a
termination of the authority of any person to act on behalf of the GRANTOR or the DIRECTOR
hereunder has occurred. The TRUSTEE shall have no duty to act in the absence of such orders,
requests, and instructions from the GRANTOR and/or the DIRECTOR, except as provided for
herein.
Section 15. Amendment of AGREEMENT.
This AGREEMENT may be amended by an instrument in writing executed by the GRANTOR,
the TRUSTEE, and the DIRECTOR, or by the TRUSTEE and the DIRECTOR if the GRANTOR
ceases to exist.
Section 16. Irrevocability and Termination.
Subject to the right of the parties to amend this AGREEMENT as provided in Section 15, this
TRUST shall be IRREVOCABLE and shall continue until terminated at the written agreement of
the GRANTOR, the TRUSTEE, and the DIRECTOR, or by the TRUSTEE and the DIRECTOR,
if the GRANTOR ceases to exist. Upon termination of the Trust, all remaining trust property,,
less final trust administration expenses, shall be delivered to the GRANTOR.
Section 17. Immunity and Indemnification.
The TRUSTEE shall not incur personal liability of any nature in connection with any act or
omission, made in good faith, in the administration of this Trust, or in carrying out any directions
by the GRANTOR or the DIRECTOR issued in accordance with this AGREEMENT. The
5
Ver 1-M15
Form Closure Standby Trust Agreement
TRUSTEE shall be uidemnified and saved harmless by the GRANTOR or from the Trust FUND,
or both, from and against any personal liability to which the TRUSTEE may be subjected by
reason of any act or conduct in its official capacity, including all expenses reasonably incurred in
its defense in the event the GRANTOR fails to provide such defense.
Section 18. Choice of Law.
This AGREEMENT shall be administered, construed, and enforced according to the laws of the
State of Utah.
Section 19. Interpretation.
As used in this AGREEMENT, words in the singular include the plural and words in the plural
include the singular. The descriptive headings for each Section of this AGREEMENT shall not
affect the interpretation or the legal efficacy of this AGREEMENT.
In Witness Whereof the parties have caused this AGREEMENT to be executed by their
respective officers duly authorized and their corporate seals to be hereunto affixed.
Wtrey KTv
Assistant Ti
FJr^abWhABoyd "
Vice President
6
Ver 1-M15
Form Closure Standby Trust Agreement
TRUSTEE shall be indemnified and saved harmless by the GRANTOR or from the Trust FUND,
or both, from and against any personal liability to which the TRUSTEE may be subjected by
reason of any act or conduct in its official capacity, including all expenses reasonably incurred in
its defense in the event the GRANTOR fails to provide such defense.
Section 18. Choice of Law.
This AGREEMENT shall be administered, construed, and enforced according to the laws of the
State of Utah.
Section 19. Interpretation.
As used in this AGREEMENT, words in the singular include the plural and words in the plural
include the singular. The descriptive headings for each Section of this AGREEMENT shall not
affect the interpretation or the legal efficacy of this AGREEMENT.
In Witness Whereof the parties have caused this AGREEMENT to be executed by their
respective officers duly authorized and their corporate seals to be hereunto affixed.
'Jeffrey KrWindland
Assistant Treasurer
Attest: @&H~L.
Elizabeth A. Boyd
Vice President
[e-mail]
804-343-1564 (Office)
Attest:
6
Ver 1-Ju!15
Form Closure Standby Trust Agreement
SCHEDULEA
FACILITY NAME: ATK Launch Systems, Inc.
EPA ID: UTD001705029
ATK Launch Systems, Inc.
EPAID:UTD009081357 ^
ATK Launch Systems, Inc.
Permit No. 0004R2
FACILITY ADDRESS: 5000 South 8400 West
West Valley City, UT 84120
9160 North Highway 83
Corinne, UT 84302
9160 North Highway 83
Corinne, UT 84302
AMOUNT OF COVERAGE: $427,623 $1,176,617 $116,783
SIGNATORY FOR GRANTOR:
Jeffrey K. Windland
Assistant Treasurer,
Orbital ATK, Inc.
45101 Warp Drive
Dulles, VA 20166
Phone: [phone]
[e-mail]
Ver 1-Jul 15
Form Closure Standby Trust Agreement
7
SCHEDULE B
The funding of this standby agreement consists of cash from surety bonds described below:
Surety bond number: K09204386
Amount: $427,623
Surety bond number: K09204398
Amount: $1,176,617
Surety bond number: K09204404
Amount: $116,783
Ver 1-Jul 15
Form Closure Standby Trust Agreement
8
EXHIBIT A
Designated signatory for GRANTOR: Jeffrey K. Windland
Assistant Treasurer,
Orbital ATK, Inc.
45101 Warp Drive
Dulles, VA 20166
Designated Signatory for Beneficiary: Scott Anderson
Director,
Utah Division of Waste Management and Radiation Control
postal service:
Director,
Utah Division of Waste Management and Radiation Control
P.O. Box 144880
Salt Lake City, UT 84114-4880
courier address:
Director,
Utah Division of Waste Management and Radiation Control
195 North 1950 West
Salt Lake City, UT 84116
Designated Signatory for TRUSTEE: Beth Boyd
Vice President,
U.S. Bank National Association
1021 E. Cary Street, Suite 1850
Richmond, VA 23219
Ver 1-Jul 15
Form Closure Standby Trust Agreement
9
Certificate of Acknowledgment
State of Virginia
who, being by me duly sworn, did depose and say that he is the Assistant Treasurer, of Orbital
ATK, Inc., the corporation described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to such instrument is such corporate seal that it
was so affixed by order of the Board of directors of said corporation, and that he signed his name
thereto by like order.
JUUE ANNE WINSHIP
NOTARY PUBLIC
Commonwealth of Virginia
Reg. #162153
My Commission Expires Sept. 30.2017
My commission Expires:
Ver 1-Jull5
Form Closure Standby Trust Agreement
10