MONITOR AGREEMENT 

This Monitor Agreement (this "Agreement") entered into this 29th day of November, 

2018 by and among Jeffrey Brennan ("Mr. Brennan") ("Monitor") and Indorama Ventures Pie, 

Far Eastern New Century Corporation, and Alfa, S.A.B. de C.V. (the "Respondents") (the 

Monitor and the Respondents, each a "Party" and collectively the "Parties") provides as follows: 

WHEREAS, the United States Federal Trade Commission (the "Commission") is 

expected to accept for public comment an Agreement Containing Consent Order, including a 

proposed Decision and Order (the "Order"), which, among other things, contemplates the 

appointment of a Monitor to monitor Respondents' compliance with its obligations under the 

Order; 

WHEREAS, the staff will recommend that the Commission appoint Mr. Brennan as 

Monitor pursuant to the Order, and Mr. Brennan has consented to such appointment; 

WHEREAS, the Order will further provide that Respondents shall execute an agreement, 

subject to the prior approval of the Commission, that confers all the rights and powers necessary 

to permit the Monitor to monitor Respondents' compliance with the terms of the Order; and 

WHEREAS, the Parties to this Agreement intend to be legally bound, subject only to the 

Commission's approval of this Agreement. 

NOW, THEREFORE, the Parties agree as follows: 

All capitalized terms used in this Agreement and not specifically defined herein shall 

have the respective definitions given to them in the Order. 

ARTICLE I 

1.1 Monitor's Responsibilities. The Monitor shall be responsible for monitoring 

Respondents' compliance with its obligations as set forth in the Order and the CCP Joint Venture 

Agreement, as defined in the Order ("Monitor Responsibilities"). 

1.2 Access to Relevant Information and Facilities. Subject to any legally 

recognized privilege, the Monitor shall have full and complete access to the personnel, facilities, 

books, and records of Respondents related to Respondents' obligations under the Order and the 

CCP Joint Venture Agreement (as defined in the Order), as the Monitor may reasonably request. 

Respondents shall cooperate with any reasonable request of the Monitor. The Monitor shall give 

Respondents reasonable notice of any request for such access or such information and shall 

attempt to schedule any access or requests for information in such a manner as will not 

unreasonably interfere with any Respondent's operations. At the request of the Monitor to any 

Respondent, such Respondent shall promptly arrange meetings and discussions, including tours 

of relevant facilities, at reasonable times and locations between the Monitor and employees of 

such Respondent who have knowledge relevant to the proper discharge of the Monitor's 

responsibilities under the Order. 

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1.3 Compliance Reports. Respondents shall report to the Monitor in accordance 

with the requirement of the Order. 

1.4 Monitor's Obligations. The Monitor shall: 

a.e carry out the Monitor's Responsibilities, in' luding submission of periodice

reports, and such additional written report. ai, may be requested by thee

Commission staff, to the Com.mis ·ion staff regarding Respondent,;'e

compliance with the Order;e

b.e maintain the confidentiality of II confidential information, includinge

Confidential Business Information, and any other non-public confidentiale

information provided to the Monitor by any Respondent, any supplier ore

customer of any Respondent, or the Commission, and ·hall use su he

confidential information only for the purpose of discharging the Monitor'se

obligations pursuant to this Agreement and not for any other purpose

including, without limitation, any other busin -s, scientific, technological,e

or personal purpose. The Monitor may disclos0 confidential informatione

only to:e

1. persons w rldng with the Monitor under this Agreement (and onlye

to the extent such perwns have executed a confidentialitye

agreement consistent with the pr visions of this Agreement);e

and/ore

ii.e persons employed at the Commission with involvement in thise

matter.e

C. require any consultants, accountants, attorneys, and any other 

representatives or assistants retained by the Monitor to a sist in carrying 

out the Monitor's Responsibilities to execute a confidentiality agreement 

that requir0s such third parties to treat confidential information with the 

same standards of care and obligations of confidentiality to which the 

Monitor must adhere under this Agreement; 

d. maintain the confid >ntiality, for a period of ten ( 10) years after the 

termination of this Agreement, of all other aspects of the performance of 

the Monitor's Responsibiliti : and not disclose any confidential 

information, including Confidential Business Information, related thereto; 

e. not be personally involved in any way in coun eling related to, or the 

management, production, supply and trading, sales, marketing, and 

financial perations of, any polyethylene ("PET") or PTA products that 

compete with the products sold by any of the Respondents except to the 

extent permitted by the Order, .md 

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L 

f. 

g. 

h. 

upon termination of the Monitor's duties under this Agreement, consult 

with the Commission's staff regarding disposition of any written and 

electronic material. lincluct·ng materials that Resp ndents provided to the 

Monit r) in the possession or control of the Monitor tliat relate to the 

Monitor's duties, and the Monitor shall dispose of such materials, which 

may including sending such materials to the Commission's staff, as 

directed by the staff. In response to a request by any Respondent to return 

or destroy materials that such Respondent provided to the Monitor, the 

Mo nit r shall inform the Commission's staff of such request and, if the 

Commission's staff do not o ject, shall comply with such Respondent's 

request. Notwithstanding the foregoin , the Monitor shall not be required 

to return or destroy confid ntial inform tion contained in any archived 

computer back-up system for disaster recovery and/or security purposes, 

nd the Monitor may retain a copy of confidential information, subject to 

the terms of this Agreement, in accordance with the Monitor's internal 

record retention procedures for legal or regulatory purposes. Nothing 

herein shall abrogate the Monitor's duty of confidentiality, which includes 

an obligation not to disclose any non-public information obtained while 

acting as a :\llonitor for ten l 10) years after termination of this Agreement. 

For the purpose of this Agn::ement, information shall not be considered 

confidential or proprietary to the extent that it is or becomes part f the 

public domain (other than as the result of any action by the Monit r or by 

any employee, agent, affiliate or consultant of the Monitor), or to the 

extent that the recipient of such information can demonstrate that such 

information was already kn wn to the recipient at the time of receipt from 

a source other than the Monitor, the Reipondents, or any director, officer, 

employee, agent, consultant or affiliate of the Monitor or the Respondents, 

when such sourc was not known to recipient after due inquiry to be 

restricted from making such disclosure to such recipient. 

In the event that confidential information must be disclosed by the 

Monitor under applicable law or pursuant to legal process, the Monitor 

shall, to the extent not otherwise prohibited, give written notice to the 

Respondents that such disclosure is required so that any of the 

Respondents may, at its sole expcn'-c, seek n appropriate protective order 

or waive compliance with the terms hereof or both. If, absent the entry of 

a.erotective order or the receipt of a wai er of this Monitor greement,e

the Monitor is compelled by la or legal process to disclose anye

confidential information, such party (x) may di close such informatione

�olely to the extent required by law; (y) shall not disclose _such informatione

until such time as it is required by law; and (z) shall exercisee

comm Tcially rea::.onable efforts to obtain reliable assurances thate

confidential treatment will be accorded to any confidential information soe

disclos�d. Notwithstanding the fo1cg ing, the Monitor or any persone

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referenced in 1.4(b)(ii) herein may disclose confidential inform..ition to 

any regulatory or self-regulatory. gency having jurisdiction over such 

party in the course of routin · r...:vicws or audits when such disclosure is 

required by l· w, which confidential information may be disclosed with 

notice to Respondents. 

1.5 Monitor Payment. Respondents will pay the Monitor the hourly fee specified in 

the attached confidential fee schedule ("Hourly Fee") for rill reasonable time spent in 

perf rm.mce o the Monitor's duties under this Agreement. In addition, Respondents will pay: 

(a)oout-of-po k0t expenses reasonably incurred b the Monitor in the perform· nee of theo

Monitor's duties; and (b) fees and disbursements reasonably incurred by such consultanto

accountants, attorneys, and other representative and assistants as are reasonably necessary tuo

carry out the Monitor's duties and responsibilities hereunder; however, aU such fee ando

disbursements shall be pre-approved by Respondents, which shall not withhold approvalo

unreasonably. The Monitor shall provide Respondents with an invoice on a monthly basis thato

includes details and an explanation of all matters for which Monitor ,;;ubmit an invoice ando

Respondents shall pay such imoices according to Respondents' standard vendor payment terms.o

Any consultants, accountants, attorneys, and other represent:itives and assistants retained by theo

Monitor shall invoice their services to the Monitor who will review and approve such invoiceso

and submit to Respondenti; for payment. At their wn expense, Respondents may retain ano

independent auditor to verify such invoices. The Monitor and Respondents shall submit anyo

disputes about invoices to the Commission for assist' nee in resolving su h disputes.o

1.6 Monitor's Indemnification. Respondents agree to indemnify th Monitor and 

Respondents shall hold the Monitor harmless (regardless of any action, whether in contract, 

statutory law, tort or otherwise) against any losses, claims, damages, liabilities, or expenses 

2.rising out f, or in connection with, the performance of the Monitor's duties and obligationso

hereunder, including all reasonable fees of counsel ·and other expenses incurred in connectiono

with the preparation for, or defense of, any claim whether or not resulting in any liability, excepto

to the extent that such liabilities, los es, damages, claims, or expenses result from gr sso

negligence, willful misconduct, or bad faith by the Monitor.o

1.7 Disputes. In the event of a disagreement or disput between any Re.pondent and 

the Monitor concerning such Respondent's obligations under the Order, an in the event that 

such disagreement or dispute cannot be resolved by the Parties, any Party may seek the 

a,;;sistance of the individual in charge of the Commission's Compliance Division. 

1.8 Conflicts of Interest. If the Monitor becomes aware during the term of this 

Agreement that he ha· or m y have a conflict of interest that may affect or could have the 

appearance of affectin performance by the Monitor of any of the 1onitor's Responsibilities, the 

Monitor shall immediat ly inform Respondents and th Commi�sion of any such conflict. 

· ARTICLE II

2.1 Termination. This \greement shall terminate upon the earlier o.f ( ) the 

expiration or t ·rminatton of the Order; (b) the terminafon of the Monitor's term of er vie under 

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the Order; (c) Respondents' receipt of written notice from the Commission that the Commi,.sion 

has determined that the Monitor has ceased to act or failed to act diligently, or is unwilling or 

un ble to continue to serve as Monitor; or (d) with at least thirty (30) days advance notice to b, 

provided by the Monitor to Respondents and to the Commission, upon resignati n of the 

Monitor. If this Agreement is terminated� r any reason, the confidentiality obligations set forth 

in Section 1.3 above will remain in force. 

2.2 Governing Law. This Agreement and the right , nd obligations of the Parties 

hereunder shall in all resp cts be governed by the substantive laws of the state of New York, 

including all matters of c nstrucrion, validity and performance. The Order shall govern this 

Agreement and any provisions herein which conflict or are inconsistent with th�m may be 

declared null and void by the Commission and any provision not in conflict shall survive and 

remain a part of this Agr'ement. 

2.3 Disclosure of Information. Nothing in this Agreement shall require any 

Respondent to disclose any material information that is subject to a legally recognized privilege 

or that any Respondent is prohibited from disclosing by reason of law or an agreement with a 

third party. 

2.4 Assignment. This Agreement may not be a signed or otherwise U-ansferred by 

,my Respo11dent or the Monitor without the consent of such Respondent and the Monitor and the 

approval of the Commission. Any such assignment or transfer shall be consistent with the terms 

of the Order. 

2.5 Modification . .'.'-lo amendment, modificalion, termination, or waiver of any 

provision of this Agreement shall be effective uni ss made in writing, signed by all Patties, and 

approved by the Commission. Any such amendm nt, modification, termination, or waiver shall 

be con istent with the terms of the Order. 

2.6 Entire Agreement. This Agreement, and those portions of the Order 

incorporated herein by reference, constitute the entire agreement of the Parties and supersede any 

and all prior agreement · and understandings between the Monitor and Respondents, written or 

oral, with respect to the subject mattl.!r hereof. 

2.7 Duplicate Originals. This Agreement may be executed in several counterparts, 

each of which shall be deemed an original, but all of which tog thcr shall constitute one and the 

same document. 

2.8 Section Headings. Any heading of a section is for convenience only and is to be 

assigned no signifi ancc whats ever as to its interpretation and intent. 

ARTICLE Ill 

3.1 In the performance of his functions and duties under this Agreement, the Monitor 

shall exercise the standard of care nd diligence that would be expected of a reasonable person in 

the conduct of its own business affairs. 

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3.2 It is understood that the Monitor will be <;erving under this Agreement as -n 

independent third party and not as an attorney f r, or n employ e or agent of, any Respondc:;nt 

or the Commission. 

3.3 This A re ment is for the sole benefit of the Parties hereto and their permitted 

assigns and the Commission, and nothing herein expr �s or implied shall give, or be construed to 

give, any other person any legal or equitable rights hereunder. 

3.4 In the event that the Monitor wishes to terminate this Agreement, subject to 

Section 2.1, the Monitor shall provide writt n notice to the Respondents and the Commission. 

Respondents and the Monitor sha.11 work in good faith with the Commission to identify and 

propose to the Commission a successor Monitor, in accordance with the procedures in the Order. 

The Monitor shall continue to serve as Monitor under the terms of this Agreement until such 

time as the Commission approves a successor Monit r, and the Monitor's termination of this 

Agreement shall be effective only upon the approval by the Commission of a successor Monitor. 

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By: 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the 

date first above written. 

MONITOR RESPONDENTS 

J Indorama Ventures Plc 

By: Sanjay Ahuja 

Title: Director 

e

�� 

Far Eastern New Century Corporation 

By: 

Title: 

Title: 

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f,,..._.s i�t· 

IN WITNESS WHEREOF, the Paities hereto have executed this A rcement as of the 

date first above written. 

MONITOR RESPONDENTS 

Indorama Ventures Plc 

, (

))I'\

By: Sanjay Ahuja 

Title: Director 

By: GH&1J6f f/£N� YV 

Title: 

Alfa, S.A.B. de CV. 

By: 

Title: 

7