001-0100

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS: Robert Pitofsky, Chairman

Sheila F. Anthony

Mozelle W. Thompson

Orson Swindle

Thomas B. Leary

____________________________________

In the Matter of )

)

Agrium, Inc., )

a corporation, and )

) Docket No. C -3981

Union Oil Company of California )

and Unocal Corporation, )

corporations. )

____________________________________)

DECISION AND ORDER

The Federal Trade Commission (“Commission”) having initiated an investigation of the

acquisition by Respondent Agrium, Inc. (“Agrium”) of assets held by Respondents Union Oil

Company of California (“Union Oil”) and Unocal Corporation (“Unocal”), and Respondents

having been furnished thereafter with a copy of a draft of Complaint that the Bureau of

Competition presented to the Commission for its consideration and which, if issued, would charge

Respondents with violations of Section 5 of the Federal Trade Commission Act, as amended, 15

U.S.C. § 45, and Section 7 of the Clayton Act, as amended 15 U.S.C. § 18; and

Respondents, their attorneys, and counsel for the Commission having thereafter executed

an Agreement Containing Consent Order (“Consent Agreement”), containing an admission by

Respondents of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a statement

that the signing of said Consent Agreement is for settlement purposes only and does not

constitute an admission by Respondents that the law has been violated as alleged in such

Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are true,

and waivers and other provisions as required by the Commission’s Rules; and

The Commission having thereafter considered the matter and having determined that it had

reason to believe that Respondents have violated said Acts, and that a Complaint should issue

stating its charges in that respect, and having accepted the executed Consent Agreement and

placed such Consent Agreement on the public record for a period of thirty (30) days for the
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receipt and consideration of public comments, now in further conformity with the procedure

described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby makes the

following jurisdictional findings and issues the following Order:

a. Respondent Agrium, Inc., is a corporation organized, existing and doing business

under and by virtue of the laws of Canada, with its office and principal place of

business located at 13131 Lake Fraser Drive SE, Calgary, Alberta, T2J7E8,

Canada. For the purposes of this matter, Agrium, Inc. acquires all assets through

its wholly owned subsidiary RSI Acquisition, Inc., a California company with its

principal place of business located at 4582 S. Ulster St., Suite 1400, Denver,

Colorado 80237.

2. Respondent Union Oil Company of California, a wholly owned subsidiary of

Unocal Corporation, is a corporation organized, existing and doing business under

and by virtue of the laws of the State of California, with its principal place of

business at 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245.

c. Respondent Unocal 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 at 2141 Rosecrans Avenue, Suite 4000, El

Segundo, California 90245.

4. The Federal Trade Commission has jurisdiction of the subject matter of this

proceeding and of Respondents and the proceeding is in the public interest.

ORDER

I.

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

A. “Agrium” means Agrium, Inc., its directors, officers, employees, agents, representatives,

successors, and assigns; its joint ventures, subsidiaries, divisions, groups and affiliates

controlled by Agrium, Inc., and the respective directors, officers, employees, agents,

representatives, successors, and assigns of each. 

B. “Union Oil” means Union Oil Company of California, its directors, officers, employees,

agents, representatives, successors, and assigns; its joint ventures, subsidiaries, divisions,

groups and affiliates controlled by Union Oil Company of California, and the respective

directors, officers, employees, agents, representatives, successors, and assigns of each. 

C. “Unocal” means Unocal Corporation, its directors, officers, employees, agents,
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representatives, successors, and assigns; its joint ventures, subsidiaries, divisions, groups,

and affiliates controlled by Unocal Corporation, and the respective directors, officers,

employees, agents, representatives, successors, and assigns of each.

D. “Respondents” means Agrium, Union Oil, and Unocal, individually and collectively.

E. “Simplot” means J.R. Simplot Company, a Nevada corporation with its principal place of

business at 999 Main Street, Suite 1300, Boise, Idaho 83605.

F. “Commission” means the Federal Trade Commission.

G. “Alternate Acquirer” means the entity or entities to whom the Divestiture Assets, as

defined in Paragraph I.L., may be divested by the Respondents pursuant to Paragraph II.

of this Decision and Order or by the trustee pursuant to Paragraph V. of this Decision and

Order, as applicable. 

H. “Divestiture Agreement” means the July 12, 2000, Purchase and Sale Agreement and the

August 3, 2000, Amendment to that Agreement (and all Exhibits attached to either)

between Simplot and Agrium whereby Simplot acquires the Divestiture Assets from

Agrium. All references in this Decision and Order to Exhibits are to the Exhibits of the

Divestiture Agreement, unless otherwise specified.

I. “Rivergate” means the terminal facility that has “tidewater” access and is located in

Portland, Oregon, as defined in Exhibit A.

J. “Hedges” means the terminal facility located in Kennewick, Washington, as defined in

Exhibit C.

K. “Apportioned Hedges” means the divested terminal facility comprised of a 600 x 700 foot

block in the east south east corner of Hedges and a 200 foot wide corridor along the south

east property line of Hedges, as illustrated in Exhibit B.

L. “Divestiture Assets” means all of Agrium’s right, title, and interest acquired from Union

Oil and Unocal pursuant to the Acquisition in all assets described in the Divestiture

Agreement, including, without limitation, the following:

1. The real property Rivergate together with all rights, interests, improvements, and

appurtenances pertaining thereto, including but not limited to the following assets:

a. All fertilizer terminal related assets such as the “tidewater” piers, ship

unloading systems, warehousing facilities, machinery, fixtures, equipment,

technology, know-how, specifications, designs, drawings, processes,

quality control data, vehicles, transportation and storage facilities,
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furniture, tools, supplies, stores, spare parts, and any tangible personal

property defined in Exhibit E;

b. Any adjacent strips and gores between the property and any abutting

properties, and any land lying in or under the bed of any creek, stream, or

waterway or any highway, avenue, road, easement, street, alley, or rightof-way, open or proposed, in, on, across, abutting, or adjacent to the

property;

c. All certificates for appropriation of water and other water rights generally

that relate to the property;

d. All right, title, interest in and to the contracts listed in Exhibit D; 

e. All rights under warranties and guarantees, express or implied, wherever

located;

f. All dedicated management information systems and information contained

in management information systems, and all separately maintained, as well

as relevant portions of not separately maintained books, records, and files,

wherever located;

g. All federal, state, and local regulatory agency registrations, permits, and

applications, and all documents related thereto, wherever located;

h. All items of prepaid expense; 

i. Services of one to four Crane Operators at any given time for a period of

(12) twelve months following the Closing Date, according to the terms of

the Crane Operator Labor Agreement set out in Exhibit J; and

j. Any additional assets defined in the Divestiture Agreement.

2. The real property Apportioned Hedges together with all rights, interests,

improvements, and appurtenances pertaining thereto, including but not limited to

the following assets:

a. A 10,000 short ton dry warehouse, related loading and unloading

equipment, machinery, fixtures, equipment, designs, drawings, and

transportation and storage facilities;

b. Any adjacent strips and gores between the property and any abutting

properties, and any land lying in or under the bed of any creek, stream, or

waterway or any highway, avenue, road, easement, street, alley, or right-
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of-way, open or proposed, in, on, across, abutting, or adjacent to the

property;

c. A lease for transfer, storage, and handling of up to 20,000 short tons of

anhydrous ammonia at the ammonia facilities at Hedges for a period of ten

years with an option to extend the lease for another ten years, according to

the terms of the Transfer, Storage, and Handling Agreement set out in

Exhibit I;

d. A perpetual, non-exclusive easement granting to Simplot or the Alternate

Acquirer, as applicable, the right-of-way to pass and repass, and to install

and/or maintain utilities to or from Apportioned Hedges over and along the

private roadway and the rail track spur (as identified in Exhibit A of the

Easement Agreement), according to the terms of the Easement Agreement

set out in Exhibit L; 

e. An irrevocable, non-exclusive license to access the Pier (as identified in

Exhibit A of the Easement Agreement) for the purposes of barge unloading

and loading of dry fertilizer products, according to the terms of the

Easement Agreement set out in Exhibit L;

f. Truck and rail car scale services, according to the terms of the Easement

Agreement set forth in Exhibit L; 

g. For five (5) years, either a commercially reasonable lease for ammonia

barge services or, if an agreement cannot be reached, an unconditional

option to purchase one barge at its independently appraised value,

according to the terms of the Divestiture Agreement; 

h. Right of First Refusal on the non-divested portion of the Hedges site,

according to the terms of the Right of First Refusal Agreement set out in

Exhibit G;

i. All rights under warranties and guarantees, express or implied, wherever

located;

j. All separately maintained, as well as relevant portions of not separately

maintained books, records, and files, wherever located;

k. All federal, state, and local regulatory agency registrations, permits, and

applications, and all documents related thereto, wherever located;

l. All items of prepaid expense; and
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m. Any additional assets defined in the Divestiture Agreement.

3. Agrium storage and handling lease for the Tidewater Terminal Co., Inc. terminal at

East Pasco, Washington (defined as “Lease” in the Divestiture Agreement), and

Prodica leases for the Tidewater Terminal Co., Inc. terminals at Vancouver and

Wilma, Washington (as listed in Exhibit D) . 

PROVIDED, HOWEVER, Divestiture Assets do not include the following assets:

(1) Product inventory located at either Rivergate or Apportioned Hedges;

(2) The non-divested, western portion (approximately 29 acres) of Hedges including the

pier and related ammonia truck and barge handling equipment systems and sites (as

illustrated in Exhibit B);

(3) The assets and facilities known as the N-Phuric Production Facility, as illustrated by

Exhibit B; and 

(4) Any additional assets excluded in the Divestiture Agreement.

M. “Nitrogen-Based Fertilizers” means urea, UAN 32% solution, and anhydrous ammonia.

N. “Acquisition” means the proposed acquisition by Agrium of Unocal’s Agricultural

Products Business as described in the January 19, 2000, Purchase and Sale Agreement

between RSI Acquisition, Inc., and Union Oil.

O. “Agricultural Products Business” means the assets of Prodica LLC, a Delaware limited

liability company, and the assets of Alaska Nitrogen Products LLC, an Alaska limited

liability company, both with their principal places of business at 2141 Rosecrans Avenue,

Suite 4000, El Segundo, California 90245. Prodica LLC and Alaska Nitrogen Products

LLC are wholly owned subsidiaries of Respondent Union Oil.

P. “Acquisition Agreement” means the January 19, 2000, Purchase and Sale Agreement

between RSI Acquisition, Inc., and Union Oil.

Q. “Closing Date” means the date, as defined in the Divestiture Agreement, when the parties

have fully consummated the transfer of assets contemplated in the Divestiture Agreement.

R. “Northwest” means the State of Washington and any and all land and territorial waters

subject to the jurisdiction of the State of Washington; the State of Oregon and any and all

land and territorial waters subject to the jurisdiction of the State of Oregon; and the State

of Idaho and any and all land subject to the jurisdiction of the State of Idaho. 

S. “Third Party Approvals” means all consents or waivers from private entities, and local,

state and federal regulatory bodies, or other consents or waivers from partners or

otherwise, that are necessary to effect the complete transfer of the Divestiture Assets to

Simplot or the Alternate Acquirer, as applicable.
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T. “Unocal Employees” means all employees currently employed by Unocal who work

primarily at the Rivergate facility, including but not limited to (a) individuals executing the

duties generally performed by executive managers, managers, and supervisors, (b) all

“Employees” as that term is defined and used in the Divestiture Agreement, and (c) all

other personnel necessary and beneficial to maintaining Rivergate as an ongoing facility.

U. “Crane Operators” means qualified, state certified crane operators of the type currently

utilized at Rivergate.

II.

IT IS FURTHER ORDERED that:

A. Respondents shall divest or cause to be divested to Simplot, or to the Alternate Acquirer if

applicable, absolutely and in good faith, at no minimum price, the Divestiture Assets as

ongoing facilities in the distribution and wholesale sale of Nitrogen-Based Fertilizers. 

B. 1. The divestiture shall be made immediately after Respondent Agrium consummates

the Acquisition, and shall be pursuant to and in accordance with the Divestiture

Agreement (which agreement shall not vary or contradict, or be construed to vary

or contradict, the terms of this Decision and Order). Failure to comply with the

Divestiture Agreement shall constitute a failure to comply with this Decision and

Order.

2. PROVIDED, HOWEVER, that if Respondents have divested the Divestiture

Assets to Simplot prior to the date the Decision and Order becomes final, and if, at

the time the Commission determines to make the Decision and Order final, the

Commission notifies Respondents that Simplot is not an acceptable acquirer or that

the Divestiture Agreement specifies an unacceptable manner of divestiture, then

Respondents shall immediately rescind the transaction with Simplot and shall

divest the Divestiture Assets within four (4) months of the date the Decision and

Order becomes final. Respondents shall divest the Divestiture Assets only to an

Alternate Acquirer that receives the prior approval of the Commission and only in

a manner that receives the prior approval of the Commission.

C. Respondents shall secure all Third-Party Approvals prior to the Closing Date.

D. The purpose of the divestiture of the Divestiture Assets is to ensure the continued use of

the Divestiture Assets in the same businesses in which they were engaged at the time of

the announcement of the proposed Acquisition, and to remedy the lessening of

competition resulting from the Acquisition as alleged in the Commission's complaint.
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E. Respondents shall waive and not exercise any preferential right, right of first refusal, backin right, or any contractual option that would permit Respondents, as a result of the

divestiture to Simplot or Alternate Acquirer, as applicable, to acquire any interest in any

Divestiture Asset acquired pursuant to this Decision and Order by Simplot or Alternate

Acquirer, as applicable.

III.

IT IS FURTHER ORDERED that:

A. Respondents shall maintain the viability, marketability, and competitiveness of the

Divestiture Assets, and shall not cause the wasting or deterioration of the Divestiture

Assets, nor shall they cause the Divestiture Assets to be operated in a manner inconsistent

with applicable laws, nor shall they sell, transfer, encumber, or otherwise impair the

viability, marketability, or competitiveness of the Divestiture Assets. Respondents shall

comply with the terms of this Paragraph until such time as Respondents have divested the

Divestiture Assets pursuant to the terms of this Decision and Order. Respondents shall

conduct or cause to be conducted the business of the Divestiture Assets in the regular and

ordinary course and in accordance with past practice (including regular repair and

maintenance efforts) and shall use their best efforts to preserve the existing relationships

with suppliers, customers, employees, and others having business relations with the

Divestiture Assets in the ordinary course of business and in accordance with past practice. 

Respondents shall not terminate the operation of any Divestiture Asset and Respondents

shall continue to operate the Divestiture Assets at a level and manner consistent with those

maintained by Respondents in the ordinary course of business consistent with past

practices. 

B. Respondents shall use best efforts to keep the organization and properties of each

Divestiture Asset intact, including current business operations and physical facilities. 

Included in the above obligations as set forth in Paragraph III.A. and B., Respondents

shall, without limitation: 

1. Maintain operations and departments and neither reduce hours nor manner of

operation of any Divestiture Asset;

2. Not transfer inventory or equipment from any Divestiture Asset or make any

physical alterations to any Divestiture Asset other than in the ordinary course of

business consistent with past practice, or unless otherwise agreed to by

Respondents in the Divestiture Agreement; and

3. Make any payment required to be paid under any contract or lease when due,

maintain and renew all permits and licenses associated with any Divestiture Asset,
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and otherwise pay all liabilities and satisfy all obligations associated with any

Divestiture Asset, in each case in a manner consistent with past practice.

IV.

IT IS FURTHER ORDERED that:

A. From the date Respondents sign the Consent Agreement until the divestiture is completed

pursuant to the terms of this Decision and Order, Respondents shall take, or cause to be

taken, reasonable steps, including implementing appropriate incentive plans (such as

vesting or crediting of all current and accrued benefits and pensions, to which Unocal

Employees are entitled) and paying bonuses, to cause the Unocal Employees to accept

offers of employment from Simplot or the Alternate Acquirer, as applicable. 

B. For a period of two (2) years following the date Respondents sign the Consent

Agreement, Respondents shall not solicit for employment any Unocal Employee employed

by Simplot or the Alternate Acquirer, as applicable, unless and until such employee’s

employment by Simplot or the Alternate Acquirer, as applicable, has been terminated.

V.

IT IS FURTHER ORDERED that:

A. If Respondents have not divested or have not caused to be divested, absolutely and in

good faith the Divestiture Assets to Simplot or the Alternate Acquirer, as applicable,

within the time period required by Paragraph II. of this Decision and Order, the

Commission may appoint a trustee to divest or cause to be divested the Divestiture Assets.

B. In the event that the Commission or the Attorney General brings an action pursuant to

§ 5(l) of the Federal Trade Commission Act, 15 U.S.C. § 45(l), or any other statute

enforced by the Commission, Respondents shall consent to the appointment of a trustee in

such action. Neither the appointment of a trustee nor a decision not to appoint a trustee

under this Paragraph shall preclude the Commission or the Attorney General from seeking

civil penalties or any other relief available to it, including a court-appointed trustee,

pursuant to § 5(l) of the Federal Trade Commission Act, or any other statute enforced by

the Commission, for any failure by the Respondents to comply with this Decision and

Order.

C. If a trustee is appointed by the Commission or a court pursuant to Paragraph V.A. of this

Decision and Order, Respondents shall consent to the following terms and conditions

regarding the trustee's powers, duties, authority, and responsibilities:
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1. The Commission shall select the trustee, subject to the consent of the Respondents,

which consent shall not be unreasonably withheld. The trustee shall be a person

with experience and expertise in acquisitions and divestitures. If Respondents have

not opposed, in writing, including the reasons for opposing, the selection of any

proposed trustee within ten (10) days after receipt of notice by the staff of the

Commission to Respondents of the identity of any proposed trustee, Respondents

shall be deemed to have consented to the selection of the proposed trustee. 

2. Subject to the prior approval of the Commission, the trustee shall have the

exclusive power and authority to divest or cause to be divested, respectively, the

Divestiture Assets.

3. Within ten (10) days after appointment of the trustee, Respondents shall execute a

trust agreement that, subject to the prior approval of the Commission and, in the

case of a court-appointed trustee, of the court, transfers to the trustee all rights

and powers necessary to permit the trustee to effect the divestiture and obtain the

consents required by this Decision and Order.

4. The trustee shall have twelve (12) months from the date the Commission approves

the trust agreement described in Paragraph V.C.3. to accomplish the divestiture

and obtain the consents, which shall be subject to the prior approval of the

Commission. If, however, at the end of the twelve-month period the trustee has

submitted a plan of divestiture or believes that divestiture can be achieved within a

reasonable time or that consents can be obtained in a reasonable time, the

divestiture period may be extended by the Commission, or, in the case of a

court-appointed trustee, by the court; provided, however, the Commission may

extend this period only two (2) times. 

5. The trustee shall have full and complete access, subject to any legally recognized

privilege of Respondents, to the personnel, books, records and facilities related to

the Divestiture Assets or to any other relevant information, as the trustee may

request. Respondents shall develop such financial or other information as the

trustee may request and shall cooperate with the trustee. Respondents shall take

no action to interfere with or impede the trustee's accomplishment of the

divestiture. Any delays in divestiture caused by Respondents shall extend the time

for divestiture under this Paragraph in an amount equal to the delay, as determined

by the Commission or, for a court-appointed trustee, by the court.

6. The trustee shall use his or her best efforts to negotiate the most favorable price

and terms available in each contract that is submitted to the Commission, but shall

divest expeditiously at no minimum price. The divestiture shall be made only to an

acquirer that receives the prior approval of the Commission, and the divestiture
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and consents shall be accomplished only in a manner that receives the prior

approval of the Commission; provided, however, if the trustee receives bona fide

offers from more than one acquiring entity, and if the Commission determines to

approve more than one such acquiring entity, the trustee shall divest to the

acquiring entity or entities selected by Respondents from among those approved by

the Commission; provided further, however, that Respondents shall select such

entity within five (5) days of receiving written notification of the Commission’s

approval.

7. The trustee shall serve, without bond or other security, at the cost and expense of

Respondents, on such reasonable and customary terms and conditions as the

Commission or a court may set. The trustee shall have the authority to employ, at

the cost and expense of Respondents such consultants, accountants, attorneys,

investment bankers, business brokers, appraisers, and other representatives and

assistants as are necessary to carry out the trustee's duties and responsibilities. The

trustee shall account for all monies derived from the divestiture and all expenses

incurred. After approval by the Commission and, in the case of a court-appointed

trustee, by the court, of the account of the trustee, including fees for his or her

services, all remaining monies shall be paid at the direction of the Respondents,

and the trustee's power shall be terminated. The trustee's compensation shall be

based at least in significant part on a commission arrangement contingent on the

trustee's divesting the Divestiture Assets.

8. Respondents shall indemnify the trustee and hold the trustee harmless against any

losses, claims, damages, liabilities, or expenses arising out of, or in connection

with, the performance of the trustee's duties, including all reasonable fees of

counsel and other expenses incurred in connection with the preparation for, or

defense of any claim, whether or not resulting in any liability, except to the extent

that such liabilities, losses, damages, claims, or expenses result from misfeasance,

gross negligence, willful or wanton acts, or bad faith by the trustee.

9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be

appointed in the same manner as provided in Paragraph V.A. of this Decision and

Order.

10. The Commission or, in the case of a court-appointed trustee, the court, may on its

own initiative or at the request of the trustee issue such additional orders or

directions as may be necessary or appropriate to accomplish the divestiture

required by this Decision and Order.

11. In the event that the trustee determines that he or she is unable to divest or cause

to be divested the Divestiture Assets in a manner consistent with the Commission's

purpose as described in Paragraph II., the trustee may divest assets similar and
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corresponding to the Divestiture Assets of Respondents as necessary to achieve

the remedial purposes of this Decision and Order.

12. The trustee shall have no obligation or authority to operate or maintain the

Divestiture Assets.

13. The trustee shall report in writing to Respondents and the Commission every sixty

(60) days concerning the trustee's efforts to accomplish the divestiture and to

obtain the necessary consents.

VI.

IT IS FURTHER ORDERED that, for a period commencing on the date this Decision

and Order becomes final and continuing for ten (10) years, Respondents shall not, without

providing advance written notification to the Commission acquire, directly or indirectly, through

subsidiaries or otherwise, any ownership, leasehold, or other interest, in whole or in part, in (a)

any of the Divestiture Assets required to be divested pursuant to Paragraph II. of this Decision

and Order, and (b) any terminal facility that has “tidewater” access and is used in the transfer and

storage of UAN 32% solution in the Northwest.

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 Federal 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 (30) days prior to consummating any such 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 (20) 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. Provided, however, that prior notification 

shall not be required by this Paragraph for a transaction 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. 

VII.

IT IS FURTHER ORDERED that:

A. Within thirty (30) days after the date this Decision and Order becomes final and every

thirty (30) days thereafter until Respondents have fully complied with the provisions of
Page 13 of 14 

Paragraphs II. through IV. of this Decision and Order, Respondents shall submit to the

Commission a verified written report setting forth in detail the manner and form in which

they intend to comply, are complying, and have complied with Paragraphs II. through IV.

of this Decision and Order. Respondents shall include in their compliance reports, among

other things that are required from time to time, a full description of the efforts being

made to comply with Paragraphs II. through IV. of the Decision and Order, including a

description of all substantive contacts or negotiations relating to the divestitures and the

approvals. Respondents shall include in their compliance reports copies, other than of

privileged materials, of all written communications to and from such parties, all internal

memoranda, and all reports and recommendations concerning the divestiture and

approvals. The final compliance report required by this Paragraph VII. A. shall include a

statement that the divestiture has been accomplished in the manner approved by the

Commission and shall include the date the divestiture was accomplished.

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 Respondents that may affect compliance

obligations arising out of this Decision and Order, 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.

IX.

IT IS FURTHER ORDERED that, for the purpose of determining or securing

compliance with this Decision and Order, and subject to any legally recognized privilege, and

upon written request with reasonable notice to Respondents, Respondents shall permit any duly

authorized representative of the Commission:

A. Access, during office hours and in the presence of counsel, to all facilities and access to

inspect and copy all non-privileged books, ledgers, accounts, correspondence, memoranda

and other records and documents in the possession or under the control of Respondents

relating to any matter contained in this Decision and Order; and

B. Upon five (5) days’ notice to Respondents and without restraint or interference from

them, to interview officers, directors, or employees of Respondents, who may have

counsel present, regarding any such matters.
Page 14 of 14 

X.

IT IS FURTHER ORDERED that this Decision and Order shall terminate:

A. With respect to Respondent Agrium, on November 13, 2010.

B. With respect to Respondents Unocal and Union Oil, when the transfer of the Divestiture 

 Assets to Respondent Agrium has been completed pursuant to the Acquisition Agreement.

By the Commission, Commissioner Swindle not participating.

Donald S. Clark

Secretary

SEAL

ISSUED: November 13, 2000

[Confidential Appendix I Redacted From Public Record Version]