UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of
THE ASSOCIATED OCTEL COMPANY LIMITED, a corporation

File No. 991-0288
AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST

The Federal Trade Commission ("the Commission") having initiated an investigation of the proposed acquisition of the voting securities of Oboadler Company Limited by

The Associated Octel Company Limited ("Octel"), and it now appearing that Octel, hereinafter sometimes referred to as "Proposed Respondent," is willing to enter into an agreement containing a consent order:

IT IS HEREBY AGREED by and between The Associated Octel Company Limited, by its duly authorized officers and attorneys, and counsel for the Federal Trade Commission that:

1. Proposed Respondent The Associated Octel Company Limited is a corporation organized, existing and doing business under and by virtue of the laws of the United Kingdom, with its office and principal place of business located at Berkeley Square House, Berkeley Square, London, W1X 6DT, England, United Kingdom.

2. Proposed Respondent admits all of the jurisdictional facts set forth in the draft of complaint here attached.

3. Proposed Respondent waives:

(a) Any further procedural steps;

(b) The requirement that the Commission's decision contain a statement of findings of fact and conclusions of law;

(c) All rights to seek judicial review or otherwise to challenge or contest the validity of the order entered pursuant to this agreement; and

(d) Any claim under the Equal Access to Justice Act.

4. 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 Respondent, 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.

5. This agreement is for settlement purposes only and does not constitute an admission by Proposed Respondent 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 the jurisdictional facts, are true.

6. 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 Proposed Respondent, (1) issue its complaint corresponding in form and substance with the draft of complaint here attached and its decision containing the following order to cease and desist in disposition of the proceeding, and (2) make information public in respect thereto. When so entered, the order to cease and desist 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 Respondent's attorney of record, Mark L. Kovner, Esq., Kirkland & Ellis, 655 Fifteenth Street, N.W., Washington, D.C. 20005, shall constitute service. Proposed Respondent waives any right it 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.

7. Proposed Respondent has read the proposed complaint and order contemplated hereby. Proposed Respondent understands that once the order has been issued, it will be required to file one or more compliance reports showing that it has fully complied with the order. Proposed Respondent further understands that it may be liable for civil penalties in the amount provided by law for each violation of the order after it becomes final.

ORDER

I.

For purposes of this order, the following definitions shall apply:

A. "Octel" or "Respondent" means The Associated Octel Company Limited, its directors, officers, employees, agents and representatives, predecessors, successors and assigns, and its subsidiaries, divisions, groups, and affiliates controlled, directly or indirectly, by The Associated Octel Company Limited, and the respective directors, officers, employees, agents and representatives, successors and assigns of each.

B. "Commission" means the Federal Trade Commission.

C. "Allchem" means Allchem Industries, Inc., a corporation organized, existing and doing business under and by virtue of the laws of the State of Florida, and includes the assignee of Allchem Industries, Inc. (if any) under the Supply Agreement.

D. "Supply Agreement" means the Agreement for Supply of Tetra Ethyl Lead Additive dated as of July 19, 1999 together with and as amended by the Supplemental Agreement for the Supply of Tetra Ethyl Lead Additive dated as of July 30, 1999, between The Associated Octel Company Limited and Allchem Industries, Inc., as may be further amended from time to time in accordance with Paragraph III.A of this Order, and includes all appendices and schedules thereto. The Supply Agreement is incorporated by reference herein.

E. "Compounds" means lead antiknock compounds of the types described in Appendix 1 to the Supply Agreement.

F. "Core Provisions of the Supply Agreement" means each and any of the following provisions of the Supply Agreement: Paragraph 2 ("Definitions"), Paragraph 3.1 as amended by the Supplemental Agreement for the Supply of Tetra Ethyl Lead Additive dated as of July 30, 1999 ("Duration of Agreement"), Paragraph 3.2 ("Purpose of Agreement"), Paragraph 4.1 ("Product Specification"), Paragraph 4.2 ("Quantity"), Paragraph 4.5 ("Price and Payment"), and Paragraphs 25.1 and 25.2 ("Miscellaneous").

G. "United States" means the fifty states, the District of Columbia, the Commonwealth of Puerto Rico, and all territories, dependencies, and possessions of the United States of America.

II.

IT IS ORDERED that, for a period of fifteen (15) years from the date this Order becomes final, Respondent shall provide Allchem with all such quantities of Compounds as Allchem may order from time to time for supply to customers located in the United States, pursuant to the terms and conditions of the Supply Agreement and subject to the termination provision thereof (Paragraph 3.1 as amended by the Supplemental Agreement for the Supply of Tetra Ethyl Lead Additive dated as of July 30, 1999), and shall in all other respects remain in compliance with the Supply Agreement. Any failure of Respondent to comply with the terms set forth in the Supply Agreement shall constitute a failure to comply with this Order.

III.

IT IS FURTHER ORDERED that:

A. Respondent shall not, directly or indirectly, without the prior approval of the Commission, make or agree to any amendment or modification with respect to the Core Provisions of the Supply Agreement. Provided, however, that Respondent may agree to renew or extend the term of the Supply Agreement.

B. Respondent shall provide to the Commission, as promptly as possible and in any event no later than thirty (30) days after either their receipt or transmittal, copies of any:

(i) communications between Respondent and Allchem regarding any alleged breach of the Supply Agreement; (ii) notice of a force majeure event under the Supply Agreement; and/or

(iii) amendment or modification to the Supply Agreement.

IV.

IT IS FURTHER ORDERED that:

A. Within sixty (60) days after the date this Order becomes final, Respondent shall submit to the Commission a verified written report setting forth in detail the manner and form in which Respondent has complied and is complying with this Order.

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 such other times as the Commission may require, Respondent shall file a verified written report with the Commission setting forth in detail the manner and form in which it has complied and is complying with this Order.

V.

IT IS FURTHER ORDERED that Respondent shall notify the Commission at least thirty (30) days prior to any proposed change in the corporate respondent 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 that may affect compliance obligations arising out of the Order.

VI.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this Order, upon written request, Respondent 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 books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Respondent relating to any matters contained in this Order; and

B. Upon five days' notice to Respondent and without restraint or interference from it, to interview officers, directors, or employees of Respondent.

VII.

IT IS FURTHER ORDERED that this Order shall terminate fifteen (15) years from the date this Order becomes final.

Signed this ____ day of __________________ 1999.