PUBLIC VERSION {

Carbide Corporation, and to remedy the lessening of competition resulting from the acquisition

as alleged in the Commission’s complaint.

As part of the divestiture of the Dow Global Ethanolamines Business, Dow and

Ineos entered into the EO Supply Agreement by which Dow supplies Ineos with EO for use in

nes plant in Plaquemine, LA. Dow

the production of ethanolamines at Incos’s ethanolamii

believes that the EO Supply Agreement, which was reviewed and incorporated into the Order by

the Commission, is consistent with the language and purposes of the Order. At the request of

Ineos, however, Dow agreed to amend various terms of the EO Supply Agreement. The

amended EO Supply Agreement (the “Amended EO. Supply Agreement”),

but will not become effective until the Commission approves the

which has been

executed by Dow and Ineos,

is provided at Confidential Appendix E. The purpose of the proposed
imit the impact of future

proposed amendments,

amendments is to ensure maximum availability of EO to Ineos and to 1

EO supply interruptions (if any) at Dow’s Plaquemine EO plant. Ineos informed Dow that its

endments was to become a more reliable supplier of ethanolamines

purpose in seeking these am

and a more effective competitor to other ethanolamines producers. A summary of these

amendments is provided in Confidential Appendix F.


PUBLIC VERSION

CONFIDENTIAL APPENDIX D
to Know-How License Agreement

Proposed Amendments

[REDACTED]


PUBLIC VERSION

CONFIDENTIAL APPENDIX A

Amended Terneuzen Supply Agreement

[REDACTED]


PUBLIC VERSION

{. Conclusion

The terms of the Amended Terneuzen Supply Agreement, the Amended Know-

How License Agreement and the Amended EO Supply Agreement accomplish the purposes of

the Commission’s Order. Accordingly, Dow respectfully requests that the Commission approve

the proposed amendments as expeditiously as possible.

Respectfully submitted,
Senge Ml
J Lake LA
Gokgeh. Cary" YS /

Dipali B. Mehta

Cleary, Gottlieb, Steen & Hamilton
2000 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Counsel for The Dow Chemical Company


PUBLIC VERSION

CONFIDENTIAL APPENDIX C

Amended Know-How License Agreement

[REDACTED]


PUBLIC VERSION

UNITED STATES OF AMERICA
BEFORE THE FEDERAL TRADE COMMISSION

In the Matter of

The Dow Chemical Company,

a corporation, and Docket No. C-3999

Union Carbide Corporation,
a corporation.

errr HL

PETITION OF THE DOW CHEMICAL COMPANY
FOR APPROVAL OF CERTAIN AMENDMENTS TO THE
HUNTSMAN AGREEMENT AND THE INEOS AGREEMENT

Pursuant to Section 2.41 of the Federal Trade Commission (“Commission”) Rule: 3

of Practice and Procedure, 16 C.F.R. §2.41 (2001), the Dow Chemical Company (“Dow”) hereb:

petitions the Commission to approve certain amendments to the Huntsman Agreement and the

Ineos Agreement, both of which are incorporated into the Decision and Order (the “Order”) in

the above-captioned matter.!

The proposed amendments have been reviewed and accepted by Huntsman and

Ineos, as applicable, and in each case, Richard M. Klein, the Commission-appointed Monitor

Trustee. This petition describes the terms of the proposed amendments and explains how the

proposed amendments satisfy the purposes of the Commission’s Order.

ibed to them in ;

' All capitalized terms used but not otherwise defined in this petition have the meanings ascril

the Commission’s Order.


PUBLIC VERSION

CONFIDENTIAL APPENDIX F
Proposed Amendments to EO Supply Agreement

[REDACTED]

F-1


PUBLIC VERSION

CONFIDENTIAL APPENDIX E
Amended EO Supply Agreement

[REDACTED]


PUBLIC VERSION |

CONFIDENTIAL APPENDIX B
ments to Terneuzen Supply Agreement

Proposed Amend.

[REDACTED]

B-1


PUBLIC VERSION:

Dow believes that the Know-How License Agreement, which was reviewed and incorporated

into the Order by the Commission, is consistent with the language and purposes of the Order. At:

the request of Huntsman, however, Dow agreed to amend the Know-How License Agreement so ;

as to increase Dow’s incentives to invest in technology upgrades to Dow’s ethyleneamines plant

in Terneuzen. Dow and Huntsman have agreed to revise certain terms of the Know-How License.

Agreement to accomplish this. The amended Know-How License Agreement (the “Amended

Know-How License Agreement”), which has been executed by Dow and Huntsman, but will not }

become effective until the Commission approves the proposed amendments, is provided at

Confidential Appendix C. The purpose of the proposed amendments to the Know-How License «

Agreement, which are explained in Confidential Appendix D, is to promote continued

investment in technology upgrades to the Terneuzen ethyleneamines plant by Dow.

IL. Proposed Amendments to Ineos Agreement

Pursuant to paragraph III.A of the Order, on February 12, 2001, Dow divested,

absolutely and in good faith, as an ongoing business, the Dow Global Ethanolamines Business to;

Ineos in accordance with the Ineos Agreement. Since the divestiture, Dow believes it has

complied with its obligations under the Ineos Agreement, including the supply agreement by

which Dow supplies ethylene oxide (“EQ”) to Ineos for use in the production of ethanolamines .

at Ineos’s plant in Plaquemine, LA (the “EO Supply Agreement”).
As stated in paragraph III.C of the Order, the purpose of the divestiture of the

Dow Global Ethanolamines Business is to ensure the continued operation of the Dow Global

Ethanolamines Business in the same businesses in which the assets and businesses of the Dow

Global Ethanolamines Business were engaged at the time of the acquisition by Dow of Union


PUBLIC VERSIONY

Global Ethyleneamines Business were engaged at the time of the acquisition by Dow of Union

Carbide Corporation, and to remedy the lessening of competition resulting from the acquisition

as alleged in the Commission’s complaint. As explained below, the proposed amendments to the i

Terneuzen Supply Agreement and the Know-How License Agreement satisfy the purposes of the,

Commission’s Order.

A. Terneuzen Supply Agreement

As part of the divestiture of the Dow Global Ethyleneamines Business, Dow and =
+
yy which Dow supplies Huntsman with;

up to 30 million pounds of ethyleneamines annually from Dow’s plant in Terneuzen, The :

Huntsman entered into the Terneuzen Supply Agreement b

Netherlands. Dow believes that the Terneuzen Supply Agreement, which was reviewed and

incorporated into the Order by the Commission, is consistent with the language and purposes of :

the Order. At the request of Huntsman, however, Dow agreed to revise the pricing formula in

the Terneuzen Supply Agreement. The amended Terneuzen Supply Agreement (the “Amended :

has been executed by Dow and Huntsman, but will not

Terneuzen Supply Agreement”), which
ents, is provided at

become effective until the Commission approves the proposed amendm<

Confidential Appendix A. As explained in Confidential Appendix B, the proposed amendments.,

to the Terneuzen Supply Agreement will enable Huntsman to continue purchasing

ethyleneamines from the Terneuzen plant at Dow’s cost.

B. Know-How License Agreement
As part of the divestiture of the Dow Global Ethyleneamines Business, Dow and.

Huntsman entered into the Know-How License Agreement by which Huntsman licenses Dow th

right to use certain know-how at Dow’s ethyleneamines plant in Terneuzen, The Netherlands.


josie

PUBLIC VERSION

ant to Section 21 of

4

For the convenience of maintaining the public record, Dow is submitting this :

ad

: : . : . : a

petition in two versions — one that includes confidential and proprietary information (the i
;

“Confidential Version”) and another that is the same as the Confidential Version, but with :
i

(4

through F redacted (the “Public Version”). Pursu

Confidential Appendices A
Trade Commission Act, 15 U.S.C. §57b-2, and the Commission’s Rules of Practice

the Federal
eby requests that all of the information and

4.10-4.11, 16 C.F.R. §§4.10-4.11, Dow her

Confidential Appendices A through F be treated by the Commission as

documents provided in
public. Confidential Appendices A through,

strictly confidential and not be made available to the

itively sensitive information relating to the Dow Global

F contain commercially and compet

which was divested to Ineos, and the Dow Global Ethyleneamines

Ethanolamines Business,

isclosure of the information contained in these

Business, which was divested to Huntsman. Di

Confidential Appendices to the public will prejudice Dow, Huntsman and Ineos.

I. Proposed Amendments to Huntsman Agreement

Pursuant to paragraph ILA of the Order, on February 9, 2001, Dow divested,
absolutely and in good faith, as an ongoing business, the Dow Global Ethyleneamines Business
to Huntsman in accordance with the Huntsman Agreement. Since the divestiture, Dow believes
it has complied with its obligations under the Huntsman Agreement, including the supply

Dow sells ethyleneamines to Huntsman (the “Terneuzen Supply

Sen re agi TRI ai “
Bt ee eee ‘

. cig Abate eceh Soa ‘

a ay Oo a

agreement by which
untsman licenses certain know-how to Dow

eee

Agreement”) and the license agreement by which Hi
zen, The Netherlands (the “Know-How License Agreement”)
=

for use at Dow’s facility in Temeu:
the purpose of the divestiture of the Dow
q

As stated in paragraph II.C of the Order,

Global Ethyleneamines Business is to ensure the continued operation of the Dow Global

e same businesses in which the assets and businesses of the Dow :

Ethyleneamines Business in th

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