AUG. -10° OO(THU) 17:47 GBR BUSINESS CENTER
AUG. -10' OO(THU) 11:39
~ AuG-18-20@8 11:11

KING & SPALDING
—-

—_—

Sigped this ___ day of Angust, 2000

(or

AGRI

By:
7 Vax Brost

resident and Chief Executive
Officer

Wiltism Biomecthal
Counsel for Agdum

UNION OIL COMPANY OF
* CALIF ORNIA:

By:

Kim D.S. Alsop
Director, Corporate Development,
Usocal Corporation

John Collins
Counsel for Union O11 Company of
California

UNOCAL CORPORATION:

By:

Kim DS. Alsop
Director, Corporate Development

TEL: 3045367742 P. WuZ

TEL: 3045367834 P. 003

202 626 3737 P.a3

Page 4 of 4

FEDERAL TRADE COMMISSION

John B. Ki
Attomey
Northwest Regional: Office

0d

Approved:

Robert J. Schroeder
Aasistant Pi

14
Northwest Regional Qifice

Charles Al Harwood

Director
No Regional Office

Molly S, Boast
Senior Deputy Director
Buresu of Corspetition

Richard (. Parker
Directors}
Buresn of Competition



Page 4 of 4

Signed this day of August, 2000

AGRIUM, INC.: FEDERAL TRADE COMMISSION
By: By: LAe. IZ stereo -h_-
John M. Van Brunt [porn B. Kirkwood
President and Chief Executive Attorney
Officer Northwest Regional Office
Approved:

William Blumenthal
Counsel for Agrium

foted ( Srhrccols
UNION OIL COMPANY OF Robert J. S¢hroeder
CALIFORNIA: Assistant Director
Northwest Regional Office
By: _
Kim DS. Alsop “ A LLi)
Director, Corporate Development, a [fee
Unocal Corporation Charles A. Harwood
Director
Northwest Regional Office
John Collins - . yy Y LE,
Counsel for Union Oil Company of VPA < =D .
California MotlyS-Beast. MW okae | &. Atalics
Senior Deputy Director
UNOCAL CORPORATION: Bureau of Competition
* RAZA. 2 LE.
Kim D.S. Alsop : PO [6b ene, ed
Director, Corporate Development Richard G. Parker 7
Director

Bureau of Competition


08/09/00 15:34 FAX 206 220 6366 FIC NWR wuld
pS oe — yULA/VZS

Page 4 of 4

)
Signed this/ day of August, 2000

AGRIUM, INC.: FEDERAL TRADE COMMISSION
By: By:
Jobn M. Van Brunt John B. Kirkwood
President and Chief Executive Attomey
Je , Northwest Regional Office
learn fpeecm thal Approved:
William Bémenthal
Counsel for Agrium
UNION OL COMPANY OF Robert J. Schroeder
CALIFORNIA: Assistant Director
Northwest Regional Office
By:
Kim D.S. Alsop
Director, Corporate Development,
Unocal Corporation Charles A. Harwood
Director
Northwest Regional Office
Jobn Collins
Counsel for Union Oil Company of
California Molly S. Boast
Senior Deputy Director
UNOCAL CORPORATION: Bureau of Competition
By:
Kim D.S. Alsop
Director, Corporate Development Richard G. Parker
Director

Bureau of Competition


UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

Agrium, Inc.,
a corporation, and
File No. 001-0100
Union Oil Company of California
and Unocal Corporation,
corporations.

Vee eyeyerervew

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”), having initiated an investigation of the
proposed acquisition involving Agrium, Inc. (“Agrium”) and Union Oil Company of California
(‘Union Oil”), a wholly owned subsidiary of Unocal Corporation (“Unocal”), and it now
appearing that Agrium, Union Oil, and Unocal, hereinafter sometimes referred to as “Proposed
Respondents,” are willing to enter into this Agreement Containing Consent Order (“Consent
Agreement”) to divest certain assets and providing for other relief:

IT IS HEREBY AGREED by and between Proposed Respondents, by their duly authorized
officers and attorneys, and counsel for the Commission that:

1. Proposed Respondent Agrium is a corporation organized, existing, and doing business
under and by virtue of the laws of Canada, with its principal place of business at 13131
Lake Fraser Drive SE, Calgary, Alberta, T2J7E8, Canada. Agrium’s wholly owned
subsidiary in the United States and the formal party to the proposed acquisition, RSI
Acquisition, Inc. (“RSI”), is a California Corporation with its principal place of business
at 4582 S. Ulster St., Suite 1400, Denver, Colorado 80237.

2. Proposed Respondent Union Oil, a wholly owned subsidiary of Unocal, 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. Union Oil operates the assets to be acquired through its two
wholly owned subsidiaries Prodica, LLC and Alaska Nitrogen Products, LLC.

3. Proposed Respondent Unocal is a corporation organized, existing, and doing business
under and by virtue of the laws of the State of Delaware, with its principal place of
business at 2141 Rosecrans Avenue, Suite 4000, El Segundo California, 90245.


98/18/2088 15:21 2122598281
08/10/00 08:11 FAX 714 677 2735

DEWEY BALLANTINE PAGE @3

FROM

UNOCAL, CORPORATION Booz
(THU) 08 10°00 00: 01/87. 09:00/NO. 3561479554 P 1/1

Page 4 of 4

Signed ths (day of August, 2000
AGEIOM, INC.: FEDERAL TRADE COMMISSION
By
TMr Jona B. Kakwood
Tob M. Vea Bruce. ;
Presidect. and Chief Executive Antoray
Officer

‘Nontbwet Regional Office

z at Ore
9221's CTHSZDTIGRSLO TSS OL Seco Ese ztZ*dT) BNLINIT RA AQMad Ya L2-BT BAAe

Moby §. Bost
Scnloc Deputy Director
Buroas of Competition

Richent G. Parker
Director
Bureau of Compekion


Page 2 of 4

Proposed Respondents admit all the jurisdictional facts set forth in the draft of Complaint
here attached.

Proposed Respondents waive:
1. any further procedural steps;

2. the requirement that the Commission's Decision and Order, attached hereto and
made a part hereof, 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 Decision and Order entered pursuant to this Consent Agreement; and

4. any claim under the Equal Access to Justice Act.

Proposed Respondents shall submit an initial report at the time that they execute this
Consent Agreement and every thirty (30) days thereafter until the Decision and Order
becomes final, pursuant to Section 2.33 of the Commission’s Rules, 16 C.F.R. § 2.33,
signed by the Proposed Respondents setting forth in detail the manner in which the
Proposed Respondents have complied with, have prepared to comply with, and will
comply with the Decision and Order. Such reports will not become part of the public
record unless and until the Consent Agreement and Decision and Order are accepted by
the Commission for public comment.

This Consent Agreement shall not become part of the public record of the proceeding
unless and until it is accepted by the Commission. If this Consent Agreement is accepted
by the Commission, it, together with the Complaint contemplated hereby, will be placed
on the public record for a period of thirty (30) days and information in respect thereto
publicly released. The Commission thereafter may either withdraw its acceptance of this
Consent Agreement and so notify Proposed Respondents, in which event it will take such
action as it may consider appropriate, or issue or amend its Complaint (as the
circumstances may require) and issue its Decision and Order, in disposition of the
proceeding.

This Consent 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.

This Consent 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, 16 C.F.R. § 2.34, the Commission may,
without further notice to the Proposed Respondents, (1) issue and serve its Complaint


10.

11.

Page 3 of 4

corresponding in form and substance with the draft of Complaint here attached, (2) issue
and serve its Decision and Order, and (3) make information public with respect thereto.
When so entered, the Decision and 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 Decision and Order shall become final upon service.
Delivery of the Complaint and Decision and Order to Proposed Respondents by any
means specified in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), shall constitute service.
The 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 Decision and Order, and no
agreement, understanding, representation, or interpretation not contained in the Decision
and Order or the Consent Agreement may be used to vary or contradict the terms of the
Decision and Order.

By signing this Consent Agreement, Proposed Respondents represent and warrant that
they can comply with the provisions of the attached Decision and Order, and that all
parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief
contemplated by this Consent Agreement are parties to the Consent Agreement and are
bound thereby as if they had signed this Consent Agreement and were made parties to this
proceeding and to the orders.

Proposed Respondents have read the proposed Complaint and Decision and Order
contemplated hereby. Proposed Respondents understand that once the Decision and
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 agree to
comply with the proposed Decision and Order from the date they sign this Consent
Agreement. Proposed Respondents understand that they may be liable for civil penalties
in the amount provided by law for each violation of the Decision and Order after it
becomes final.