Â鶹´«Ã½

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

THE ASSOCIATED OCTEL COMPANY LIMITED, a corporation, and GREAT LAKES CHEMICAL CORPORATION, a corporation

File No. 9710004

AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST

The Â鶹´«Ã½ Trade Commission (“the Commission”) having initiated an investigation of certain acts and practices of The Associated Octel Company Limited, a corporation, and Great Lakes Chemical Corporation, a corporation, hereinafter sometimes referred to as “proposed respondents,” and it now appearing that The Associated Octel Company Limited and Great Lakes Chemical Corporation are willing to enter into an agreement containing an order to cease and desist from engaging in the acts and practices being investigated.

IT IS HEREBY AGREED by and between The Associated Octel Company Limited and Great Lakes Chemical Corporation, by their duly authorized officers, and their attorneys, and counsel for the Â鶹´«Ã½ Trade Commission that:

1. Proposed respondent The Associated Octel Company Limited is a corporation organized, existing and doing business under and by virtue of the laws of the United Kingdom, with its office and principal place of business located at Oil Sites Road, Ellesmere Port, South Wirral, England, United Kingdom.

2. Proposed respondent Great Lakes Chemical Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at One Great Lakes Boulevard, West Lafayette, Indiana 47906.

3. Proposed respondents admit all of the jurisdictional facts set forth in the draft of complaint here attached.

4. Proposed respondents waive:

(a) Any further procedural steps;

(b) The requirement that the Commission’s decision contain a statement of findings of fact and conclusions of law;

(c) All rights to seek judicial review or otherwise to challenge or contest the validity of the order entered pursuant to this agreement; and

(d) Any claim under the Equal Access to Justice Act.

5. This agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this agreement is accepted by the Commission, it, together with the draft of complaint contemplated thereby, will be placed on the public record for a period of sixty (60) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this agreement and so notify the proposed respondents, in which event it will take such action as it may consider appropriate, or issue and serve its complaint (in such form as the circumstances may require) and decision, in disposition of the proceeding.

6. This agreement is for settlement purposes only and does not constitute an admission by proposed respondents that the law has been violated as alleged in the draft of complaint here attached, or that the facts as alleged in the draft complaint, other than the jurisdictional facts, are true.

7. This agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of § 2.34 of the Commission’s Rules, the Commission may, without further notice to proposed respondents, (1) issue its complaint corresponding in form and substance with the draft of complaint here attached and its decision containing the following order to cease and desist in disposition of the proceeding, and (2) make information public in respect thereto. When so entered, the order to cease and desist shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The order shall become final upon service. Delivery by the U.S. Postal Service of the complaint and decision containing the agreed-to order to each proposed respondent’s attorneys of record, Kevin J. Arquit, Esq., Rogers & Wells, 200 Park Avenue, New York, NY 10166, for Great Lakes Chemical Corp.; Samuel A. Haubold, Esq., Kirkland & Ellis, 655 Fifteenth Street, N.W., Washington, D.C. 20005, for The Associated Octel Company Limited, shall constitute service. Each proposed respondent waives any right it may have to any other manner of service. The complaint may be used in construing the terms of the order, and no agreement, understanding, representation, or interpretation not contained in the order or the agreement may be used to vary or contradict the terms of the order.

8. At present, proposed respondent The Associated Octel Company Limited is an indirect, wholly-owned subsidiary of proposed respondent Great Lakes Chemical Corporation. The Board of Directors of Great Lakes Chemical Corporation has approved a plan to spin off its petroleum additives and lead antiknock compounds business, including all of the Compounds- related assets of The Associated Octel Company Limited, thereby creating a new, independent publicly traded company. Great Lakes Chemical Corporation expects that such spin off will be completed on or before July 1, 1998.

9. Each proposed respondent has read the proposed complaint and order contemplated hereby. Each proposed respondent understands that once the order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the order. Each proposed respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the order after it becomes final.

ORDER

I.

For purposes of this order, the following definitions shall apply:

A. "Octel" means The Associated Octel Company Limited, its directors, officers, employees, agents and representatives, predecessors, successors and assigns, and its subsidiaries, divisions, groups, and affiliates controlled, directly or indirectly, by The Associated Octel Company Limited, and the respective directors, officers, employees, agents and representatives, successors and assigns of each.

B. "Great Lakes” means Great Lakes Chemical Corporation, its directors, officers, employees, agents and representatives, predecessors, successors and assigns, and its subsidiaries, divisions, groups, and affiliates controlled, directly or indirectly, by Great Lakes Chemical Corporation, and the respective directors, officers, employees, agents and representatives, successors and assigns of each.

C. "Respondents" means Octel and Great Lakes.

D. “Commission” means the Â鶹´«Ã½ Trade Commission.

E. "Ethyl" means Ethyl Corporation, its directors, officers, employees, agents and representatives, predecessors, successors and assigns, and its subsidiaries, divisions, groups, and affiliates controlled, directly or indirectly, by Ethyl Corporation, and the respective directors, officers, employees, agents and representatives, successors and assigns of each.

F. "Supply Contract" means the Agreement for Supply of Lead Antiknock Compounds dated as of the 22nd day of December 1993 between The Associated Octel Company Limited and Ethyl Corporation, and includes all schedules thereto.

G. “Compounds” means lead antiknock compounds of the types described in Schedule B to the Supply Contract, and includes tetraethyl lead and tetramethyl lead.

H. "Compound Manufacturing Facilities" means the Great Lakes and/or Octel facilities currently or formerly used for the manufacture of Compounds and located in Ellesmere Port, England, Bussi, Italy, Paimboeuf, France, and Biebesheim, Germany.

I. "Force Majeure Event" means an event or circumstance beyond the reasonable control of the manufacturer of Compounds affected thereby, including fire, storm, flood, act of God, war, or explosion. No event or circumstance shall constitute a Force Majeure Event if such event or circumstance could have been prevented through the exercise of reasonable diligence.

J. "United States" means the fifty states, the District of Columbia, the Commonwealth of Puerto Rico, and all territories, dependencies, and possessions of the United States of America.

II.

IT IS ORDERED that within thirty (30) days from the date this order becomes final, Respondents shall amend the Quantities Term of the Supply Contract to provide that, during each calendar year:

A. With respect to supplies of Compounds for Ethyl customers located in the United States, Octel shall make available for sale to Ethyl all such quantities of Compounds as Ethyl may order from time to time for supply to such customers; and

B. With respect to supplies of Compounds for Ethyl customers located outside of the United States, the maximum quantity of Compounds available for sale from Octel to Ethyl shall not be diminished by, affected by, or dependent upon the quantity of Compounds purchased by Ethyl for supply to customers located in the United States.

III.

IT IS FURTHER ORDERED that within thirty (30) days from the date this order becomes final, Respondents shall amend the Price Term of the Supply Contract to provide that:

A. With respect to supplies of Compounds purchased by Ethyl from Octel for resale in the United States, the selling price shall not be calculated by reference to, affected by, or dependent upon, directly or indirectly, the price received by Octel for Compounds sold to any other customer or group of customers; and

B. With respect to supplies of Compounds purchased by Ethyl from Octel for resale outside the United States, the selling price shall not be calculated by reference to, affected by, or dependent upon, directly or indirectly, the price received by Octel for Compounds sold to any customer or group of customers located in the United States.

IV.

IT IS FURTHER ORDERED that Respondents shall not enter into any contract modification, contract, agreement, or understanding with Ethyl relating to the supply of Compounds: (A) that directly or indirectly limits the quantity of Compounds available to Ethyl from Octel for resale in the United States; (B) that provides that the maximum quantity of Compounds available from Octel to Ethyl for resale outside of the United States shall be diminished by, affected by, or dependent upon the quantity of Compounds purchased by Ethyl for supply to customers located in the United States; (C) that provides that the price of Compounds purchased by Ethyl for resale within the United States is calculated by reference to, affected by, or dependent upon, directly or indirectly (i) the price received by Octel for Compounds sold to any other customer or group of customers, and/or (ii) the quantity of Compounds purchased by Ethyl; or (D) that provides that the price of Compounds purchased by Ethyl for resale outside of the United States is calculated by reference to, affected by, or dependent upon, directly or indirectly (i) the price received by Octel for Compounds sold to any customer or group of customers located in the United States, and/or (ii) the quantity of Compounds purchased by Ethyl for resale within the United States.

V.

IT IS FURTHER ORDERED that Respondents shall not provide, disclose, or otherwise make available to Ethyl, directly or through an intermediary, information regarding Respondents’ historical, current, or future prices for Compounds sold to customers located in the United States. Provided, however, that this Paragraph shall not apply to the disclosure of historical price information for transactions consummated in full more than twenty four (24) months prior to the time of disclosure.

VI.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this order becomes final:

A. Except as provided in Paragraph VI.B. below, Respondents shall not, without providing advance written notification to the Commission, directly or indirectly, through subsidiaries, partnerships, or otherwise:

1. Acquire any stock, share capital, equity or other interest in any person or concern, corporate or non-corporate, engaged in at the time of such acquisition, or within the three years preceding such acquisition engaged in, the distribution of Compounds in or to the United States, or the manufacture of Compounds anywhere in the world; provided, however, that individual employees or directors of Respondents and each pension, benefit, or welfare plan or trust controlled by Respondents may acquire, for investment purposes only, an interest of not more than two (2) percent of the stock or share capital of such person or concern; or
2. Acquire any assets used or previously used (and still suitable for use) in the distribution of Compounds in the United States, or the manufacture of Compounds anywhere in the world; or
3. Sell or transfer Compounds to any person or concern engaged in at the time of such sale or transfer, or within the three years preceding such sale or transfer engaged in, the manufacture of Compounds anywhere in the world.

Said notification shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of Â鶹´«Ã½ Regulations as amended (hereinafter referred to as "the Notification"), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of Respondents and not of any other party to the transaction. Respondents shall provide the Notification to the Commission at least thirty days prior to consummating the transaction (hereinafter referred to as the "first waiting period"). If, within the first waiting period, representatives of the Commission make a written request for additional information or documentary material (within the meaning of 16 C.F.R. § 803.20), Respondents shall not consummate the transaction until twenty days after submitting such additional information or documentary material. Early termination of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition.

B. The conditions set forth in Paragraph VI.A. shall not be applicable to any acquisition for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a. The conditions set forth in Paragraph VI.A.2. shall not be applicable to the acquisition from any person during any calendar year of assets having an aggregate fair market value of less than $2 million. The conditions set forth in Paragraph VI.A.3. shall not be applicable to the sale or transfer of Compounds from Respondents to Ethyl. The conditions set forth in Paragraph VI.A.3. also shall not be applicable to the sale or transfer of Compounds from Respondents to any person where the aggregate volume of Compounds sold or transferred to such person during the calendar year does not exceed the greatest of: (i) one million pounds, (ii) 20 percent of such person’s production of Compounds during the preceding calendar year, or (iii) the shortfall in the annual production of Compounds by such person, relative to such person’s historical production levels, where such shortfall is caused by a Force Majeure Event.

C. The conditions set forth in Paragraphs VI.A.1. and VI.A.3. shall not be applicable to the acquisition of any interest in, or the sale of Compounds to, any person who, at the time of such transaction or within the preceding three years, owned less than 20 percent of the equity stock of Octel, and was not otherwise engaged in the distribution of Compounds in or to the United States or the manufacture of Compounds anywhere in the world.

D. In any action by the Commission alleging violations of Paragraph VI.A.3. and/or Paragraph VI.B. of this order, Respondents shall bear the burden of proof with regard to demonstrating that the conditions set forth in Paragraph VI.B. have been satisfied.

VII.

IT IS FURTHER ORDERED that:

A. Within sixty (60) days after the date this order becomes final, each Respondent shall submit to the Commission a verified written report setting forth in detail the manner and form in which that Respondent has complied and is complying with this order. Such report shall include a copy of the revised Supply Contract, executed by Ethyl and Octel, and incorporating the contract amendments specified in Paragraphs II and III of this order.

B. One (1) year from the date this order becomes final, annually for the next nine (9) years on the anniversary of the date this order becomes final, and at other times as the Commission may require, Respondents shall file a verified written report with the Commission setting forth in detail the manner and form in which they have complied and are complying with this order.

VIII.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate respondents such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the corporation that may affect compliance obligations arising out of the order.

IX.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this order, upon written request, Respondents shall permit any duly authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondents relating to any matters contained in this order; and

B. Upon five days' notice to Respondents and without restraint or interference from them, to interview officers, directors, or employees of Respondents.

X.

IT IS FURTHER ORDERED that Respondents shall:

A. Within thirty (30) days after the date on which this order becomes final, send by first class mail a copy of this order, to all of their directors, officers, and management employees with responsibility for the manufacture, purchase and/or sale of Compounds (hereinafter referred to as "Management Employees");

B. For a period of three (3) years after the date on which this order becomes final, mail by first class mail a copy of this order to each person who becomes a director, officer, or Management Employee, within thirty (30) days of the commencement of such person’s employment or affiliation with Respondents; and

C. For a period of three (3) years after the date on which this order becomes final, require each of their directors, officers, and Management Employees to sign and submit to Respondents within thirty (30) days of the receipt thereof a statement that: (1) acknowledges receipt of the order; (2) represents that the undersigned has read and understands the order; and (3) acknowledges that the undersigned has been advised and understands that non-compliance with the order may subject The Associated Octel Company Limited and/or Great Lakes Chemical Corporation to penalties for violation of the order.

XI.

IT IS FURTHER ORDERED that the obligations of Great Lakes Chemical Corporation under this order shall terminate on July 1, 1998 if, prior to that date, (A) Great Lakes Chemical Corporation divests or otherwise disposes of all of its Compounds business, including the Compound Manufacturing Facilities, thereby creating a new, independent publicly traded company ("Newco"); (B) in advance of such divestiture or disposition referenced above, Great Lakes Chemical Corporation causes its then subsidiary Newco to commit, formally and in writing, that Newco shall be bound by the terms of this Consent Order and considered as a respondent thereto; and (C) Great Lakes Chemical Corporation submits to the Commission documents sufficient to show that requirements (A) and (B) have been accomplished in a timely manner. This paragraph shall not be construed so as to terminate the obligations under this order of Octel or Newco under any circumstances.

XII.

IT IS FURTHER ORDERED that this order shall terminate twenty (20) years from the date this order becomes final.

Signed this ____ day of ____________ 1997.

_______________________________
Kevin J. Arquit
Rogers & Wells
Attorney for Great Lakes Chemical Corp.

APPROVED: For The Associated Octel Company Limited