ON MARCH 21, 1988, THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION ENTERED A CONSENT DECREE IN UNITED STATES OF AMERICA V. MANVILLE SALES CORPORATION, INC., (88 C 630), GOVERNING THE REMEDIATION OF THE MANVILLE SUPERFUND SITE LOCATED IN WAUKEGAN, ILLINOIS. THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY (U.S. EPA), THE UNITED STATES DEPARTMENT OF JUSTICE (DOJ), THE ILLINOIS ENVIRONMENTAL PROTECTION AGENCY (IEPA), AND THE JOHN-MANVILLE SALES CORPORATION (MANVILLE) WERE SIGNATORIES TO THIS CONSENT DECREE. MANVILLE'S REMEDIATION AT THE SITE DID NOT PROCEED IN CONCERT WITH THE REQUIREMENTS OF THE CONSENT DECREE, AND, THEREFORE, ON AUGUST 4, 1989, THE UNITED STATES FILED A SUPPLEMENTAL COMPLAINT AGAINST MANVILLE FOR VIOLATIONS OF THE CONSENT DECREE. AFTER INTENSIVE DISCOVERY AND HEATED LITIGATION, THE UNITED STATES AND MANVILLE WERE ABLE TO SETTLE THE MATTER ABOUT ONE AND ONE-HALF WEEKS BEFORE TRIAL; MANVILLE AGREED TO PAY $165,000 TO THE UNITED STATES. SINCE THE INITIATION OF THE GOVERNMENT'S ACTION FOR VIOLATIONS OF THE CONSENT DECREE, MANVILLE HAS COOPERATED WITH THE AGENCY IN REMEDIATING THE SITE. THE AGENCY APPROVED CHANGES IN THE WORK ON-SITE THAT DIFFERED FROM THE WORK SET FORTH IN THE RECORD OF DECISION. IN ADDITION, FOLLOWING THE COMPLETION OF THE ROD , THE AGENCY DECIDED THAT IT WANTED DEED RESTRICTIONS. THEREFORE, U.S. EPA AND DOJ MUST NOW NEGOTIATE WITH