Â鶹´«Ã½

UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

LAFARGE, S.A., a corporation, and
LAFARGE CORPORATION, a corporation.

File No. 981-0161

AGREEMENT CONTAINING CONSENT ORDER

The Â鶹´«Ã½ Trade Commission ("Commission"), having initiated an investigation of the proposed acquisition by Lafarge Corporation ("Lafarge"), an entity controlled by Lafarge, S.A., of the Seattle cement plant and related assets of Holnam, Incorporated ("Holnam"), and it now appearing that Lafarge and Lafarge, S.A., hereinafter sometimes referred to as the "proposed respondents," are willing to enter into an agreement containing an order to modify their acquisition and providing for other relief:

IT IS HEREBY AGREED by and between proposed respondents, by their duly authorized officers, and counsel for the Commission that:

1. Proposed respondent Lafarge Corporation is a corporation organized, existing and doing business under and by virtue of the laws of the State of Maryland with its office and principal place of business located at 11130 Sunrise Valley Drive, Suite 300, Reston, Virginia 20191-4393.
2. Proposed respondent Lafarge, S.A., is a corporation organized, existing and doing business under and by virtue of the laws of France, with its office and principal place of business located at 61 rue des Belles Feuilles, F-75782 Paris, France.
3. Proposed respondents admit all the jurisdictional facts set forth in the draft of complaint here attached.
4. Proposed respondents waive:
   1. any further procedural steps;
   2. the requirement that the Commission's decision contain a statement of findings of fact and conclusions of law;
   3. all rights to seek judicial review or otherwise to challenge or contest the validity of the order entered pursuant to this agreement; and
   4. 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 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 the 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 in disposition of the proceeding and (2) make information public with respect thereto. When so entered, the order 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 proposed respondents' counsel at the address as stated in this agreement shall constitute service. Proposed respondents waive any right they 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. By signing this agreement, proposed respondents represent that they can accomplish the full relief contemplated by this agreement.
9. Proposed respondents have read the proposed complaint and order contemplated hereby. Proposed respondents understand that once the order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the order. Proposed respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the order after it becomes final. Proposed respondents agree to comply with the order from the date they sign the Agreement Containing Consent Order.

ORDER

IT IS ORDERED that, as used in this order, the following definitions shall apply:

1. "Respondents" or "Lafarge" means Lafarge Corporation and Lafarge, S.A., their directors, officers, employees, agents, representatives, predecessors, successors, and assigns; their subsidiaries, divisions, groups and affiliates controlled by Lafarge Corporation and Lafarge, S.A., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each.
2. "Commission" means the Â鶹´«Ã½ Trade Commission.
3. "Holnam Acquisition Assets" means the cement plant in Seattle, Washington, the cement distribution terminal in Vancouver, Washington, and the rock quarry in Twin Rivers, Washington, owned by Holnam, Inc., which has its office and principal place of business located at 6211 Ann Arbor Road, Dundee, Michigan 48131; and the rock quarry on Texada Island, British Columbia, and the cement distribution terminal in New Westminster, British Columbia, owned by Holnam West Materials, Ltd., a subsidiary of Holnam, Inc.

IT IS FURTHER ORDERED that respondents shall not enter into any contract, agreement, or understanding, relating to the acquisition by Lafarge of any or all of the Holnam Acquisition Assets, in which the amount of any payment by Lafarge or Holnam made after the closing of the acquisition is calculated by reference to, affected by, or dependent upon, directly or indirectly, the quantity of cement produced or sold by Lafarge in any market in the states of Washington or Oregon.

III.

IT IS FURTHER ORDERED that, within thirty (30) days after the date this order becomes final or within thirty (30) days after the date on which respondents consummate the acquisition of any or all of the Holnam Acquisition Assets, whichever is later, respondents shall submit to the Commission a verified written report setting forth in detail the manner and form in which they have complied with Paragraph II of this order. Respondents shall include in their compliance report, among other things, a full description of the efforts made to comply with Paragraph II of the order.

IV.

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 corporations that may affect compliance obligations arising out of the order.

V.

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:

1. 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
2. Upon five days' notice to respondents and without restraint or interference from them, to interview officers, directors, or employees of respondents.

Signed this _____ day of _______________, 19____.