Hanson PLC

Text (OCR of the scan at left; may contain errors)

IN THE MATTER OF HANSON PLC, ET AL.

CONSENT ORDER, ETC., INREGARD TO ALLEGED VIOLATION OF SEC. 7 OF THE CLAYTON ACT AND SEC. 5 OF THE FEDERAL TRADE COMMISSION ACT Docket C-3374. Complaint, Mar. 9, 1992--Decision, Mar. 9, 1992 This consent order permits, among other things, the respondents to acquire Beazer PLC, and requires the respondents to divest the Cencal Cement Company interest to a Commission-approved acquirer. If the divestiture is not completed within 12 months, the respondents shall consent to the appointment by the Commission of a trustee to divest the Cencal interest. Appearances For the Commission: Casey Triggs and Steven A. Newborn. For the respondents: Helene Jaffe, Weil, Gotschal & Manges, New York, N.Y.

COMPLAINT The Federal Trade Commission ("Commission"), having reason to believe that respondents, Hanson PLC ("Hanson") and H B Acquisitions PLC ("HBA"), an indirect wholly-owned subsidiary of Hanson (hereinafter collectively referred to as Hanson), both corporations subject to the jurisdiction of the Commission, propose to acquire substantially all of the voting securities of Beazer PLC ("Beazer") in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal Trade Commission Act ("FTC Act"), as amended, 15 U.S.C. 45, and it appearing to the Commission that a proceeding in respect thereof would be in the public interest, hereby issues its complaint pursuant to Section 11 of the Clayton Act, as amended, 15 U.S.C. 21 and Section 5(b) of the Federal Trade Commission Act, as amended, 15 U.S.C. 45(b), stating its charges as follows:

HANSON PLC, ET AL. 343 342 Complaint I, DEFINITIONS 1. For purposes of this complaint, the following definitions apply:

(a) Hanson means Hanson PLC and H B Acquisitions PLC, their successors and assigns, directors, officers, employees, agents and representatives, their predecessors, subsidiaries, divisions, groups and affiliates controlled by Hanson PLC or H B Acquisitions PLC, and their respective directors, officers, employees, agents and representatives, and their respective successors and assigns. (b) Beazer means Beazer PLC, its successors and assigns, directors, officers, employees, agents and representatives, its predecessors, subsidiaries, divisions, groups and affiliates controlled by Beazer, and their respective directors, officers, employees, agents and representatives, and their respective successors and assigns. (c) Cencal means the California general partnership joint venture, Ssangyong/Riverside Ltd. d/b/a Cencal Cement Company, which is owned in equal part by Ssangyong (Pacific), Inc., a California corporation, and Riverside Cement (Pacific), Inc., a Delaware corporation.

(d) Thes 1 4 4 1 3 816 1839 135 36 92.980034 Cencal5 1 4 4 1 4 965 1841 161 34 95.002022 interest means Beazer's ownership interest in Cencal, the owner of a deep-sea cement import terminal located at the Port of Stockton, California.

(e) Kaiser means Kaiser Cement, an indirect, wholly-owned subsidiary of Hanson, which operates a cement manufacturing facility in Permanente, California.

(f) Ssangyong means Ssangyong Cement (Pacific), Inc., a wholly-owned subsidiary of Ssangyong Cement Ind. Co., Ltd., and 50% owner of Cencal.

(g) Cement means portland cement, a chemical combination of calcium, silica, alumina, iron ore, and small amounts of other materials which is made by quarrying, crushing, and grinding the raw materials, burning them in huge kilns at extremely high temperatures and finely grinding the resulting marble-shaped pellets with gypsum into an extremely fine, usually gray, powder. Complaint 115 F.T.C.

II. THE RESPONDENTS 2. Respondent Hanson is a corporation organized, existing and doing business under and by virtue of the laws of the United Kingdom, with its principal offices at 1 Grosvenor Place, London SWIX 7JH, England.

3. Respondent HBA, an indirect, wholly-owned subsidiary of Hanson, is a corporation existing under the laws of the United Kingdom with its principal offices at 1 Grosvenor Place, London SWIX 7JH, England.

4. Hanson and HBA are now, and at all times relevant herein have been, engaged in commerce, as commerce is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. 12, and are corporations whose businesses are in or affecting commerce, as commerce is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. 44.

III. THE ACQUIRED COMPANY 5. Beazer is a corporation organized and existing under the laws of the United Kingdom, with its principal executive offices at Lower Bristol Road, Bath Avon BA2 3EY, England.

6. Beazer is now, and at all times relevant herein has been, engaged in commerce, as commerce is defined in Section 1 of the Clayton Act, as amended, 15 U.S.C. 12, and is a corporation whose business is in or affecting commerce, as commerce is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. 44. IV. THE ACQUISITION 7. On October 18, 1991 Hanson and HBA commenced a tender offer to acquire all of the voting securities of Beazer PLC. V. RELEVANT MARKET 8. For purposes of this complaint, the relevant line of commerce in which to analyze Hanson's acquisition of all of the voting securities of Beazer is the manufacture and sale of portland cement. HANSON PLC, ET AL. 345 342 Complaint 9. For purposes of this complaint, the relevant sections of the country in which to assess the effects of Hanson's acquisition of the voting securities of Beazer is the northern California area consisting of Del Norte, Siskiyou, Modoc, Humboldt, Trinity, Shasta, Lassen, Mendocino, Tehama, Glenn, Butte, Plumas, Lake, Colusa, Sutter, Yuba, Sierra, Nevada, Placer, Sonoma, Napa, Yolo, Solano, Sacramento, E] Dorado, Marin, Amador, Alpine, Contra Costa, San Joaquin, Alameda, Calaveras, Tuolumne, Mono, San Francisco, San Mateo, Santa Clara, Stanislaus, Santa Cruz, Merced, Mariposa, Monterey, San Benito, Fresno, Madera, Inyo, Tulare, and Kings counties. ("Northern California market") VI. MARKET STRUCTURE 10. The relevant market set forth in paragraphs 8 and 9 is highly concentrated, whether measured by Herfindahl-Hirschmann Indices or two-firm and four-firm concentration ratios. VII. ENTRY CONDITIONS 11. Entry into the relevant market is difficult. VIII. COMPETITION 12. Hanson, through Kaiser, and Beazer, through Cencal, are actual competitors in the relevant market.

IX. EFFECTS OF THE ACQUISITION 13. The effect of the acquisition may be substantially to lessen competition and to tend to create a monopoly in the manufacture and sale of cement in the Northern California market in violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. 45, in the following ways, among others:

(a) By eliminating direct and actual competition between Kaiser and Cencal; and Decision and Order 115 F.T.C.

(b) By significantly enhancing the likelihood of collusion or interdependent coordination among the firms that produce or sell cement in the Northern California market.

14. All of the above increase the likelihood that firms manufacturing or selling cement in the Northern California market will increase prices and restrict output, both in the near future and in the long-term.

X. VIOLATIONS CHARGED 15. The acquisition described in paragraph 7, if consummated, would constitute a violation of Section 7 of the Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the FTC Act, as amended, 15 U.S.C. 45.

DECISION AND ORDER The Federal Trade Commission having initiated an investigation of certain acts and practices of Hanson PLC ("Hanson"), a corporation, and H B Acquisitions PLC ("HBA"), corporation, hereinafter collectively referred to as respondents, and the respondents having been furnished thereafter with a copy of a draft of complaint which the Bureau of Competition proposed to present to the Commission for its consideration and which, if issued by the Commission, would charge respondents with a violation of the Federal Trade Commission Act; and The respondents, their attorneys, and counsel for the Commission having thereafter executed an agreement containing consent order, an admission by respondents of all jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the signing of said 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, 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 the respondents have violated the said act, and that complaint should issue stating its HANSON PLC, ET AL. 347 342 Decision and Order charges in that respect, and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further conformity with the procedure prescribed in Section 2.34 of its Rules, the Commission hereby issues its complaint, names the following jurisdictional findings and enters the following order:

1. Hanson PLC ("Hanson") is a corporation organized, existing, and doing business under and by virtue of the laws of the United Kingdom, with its principal office at 1 Grosvenor Place, London SW1X 7JH, England.

2. HB Acquisitions PLC ("HBA"), an indirect, wholly-owned subsidiary of Hanson PLC, is a corporation organized, existing, and doing business under and by virtue of the laws of the United Kingdom, with its principal office at 1 Grosvenor Place, London SWIX 7JH, England.

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding and of the respondents, and the proceeding is in the public interest.

ORDER I.

As used in this order, the following definitions shall apply: A. Hanson means Hanson PLC and H B Acquisitions PLC, their successors and assigns, directors, officers, employees, agents, and representatives, their predecessors, subsidiaries, divisions, groups and affiliates controlled by Hanson PLC or H B Acquisitions PLC and their respective directors, officers, employees, agents and representatives, and their respective successors and assigns. B. Acquisition means the acquisition by Hanson, PLC and HBA of substantially all of the voting securities of Beazer. C. Cencal means the California general partnership joint venture, Ssangyong-Riverside Ltd., d/b/a Cencal Cement Company, which is owned in equal part by Ssangyong (Pacific), Inc., a Decision and Order 115 F.T.C.

California corporation, and Riverside Cement (Pacific), Inc., a Delaware corporation.

D. Thes 1 3 2 1 3 908 740 138 36 92.007896 Cencal5 1 3 2 1 4 1060 741 164 35 93.619812 interest means Hanson's ownership interest in Cencal, the owner of a deep-sea import terminal located at the Port of Stockton, California.

E. Cement means portland cement, a chemical combination of calcium, silica, alumina, iron ore, and small amounts of other materials which is made by quarrying, crushing, and grinding the raw materials, burning them in huge rotary kilns at extremely high temperatures and finely grinding the resulting marble-sized pellets with gypsum into an extremely fine, usually gray, powder. II.

It is ordered, That:

A. Within twelve (12) months of the date this order becomes final, Hanson shall divest, absolutely and in good faith, the Cencal interest.

B. Within sixty (60) days of the date this order becomes final Hanson shall exercise its right under Section 15.1 of the Joint Venture Agreement of Ssangyong/Riverside Ltd. ("JV Agreement") attached hereto as Exhibit A, to give Ssangyong a Buy-Sell Notice under the JV Agreement for the purpose of divesting its interest in Cencal to Ssangyong.

1. If Ssangyong acquires Hanson's interest in Cencal for cash only without additional covenants or restrictions, then Hanson is not required to seek the prior approval of the Commission for such divestiture; however, if consideration to acquire Cencal is not for cash only, or if Hanson requires additional covenants or restrictions for its divestiture of Cencal to Ssangyong, then such divestiture shall be subject to the prior approval of the Commission. 2. If Ssangyong declines to acquire Hanson's interest in Cencal and Hanson, by operation of the Buy-Sell Option of JV Agreement, acquires Ssangyong's fifty (50) percent interest in Cencal, then: HANSON PLC, ET AL. 349 342 Decision and Order (a) Hanson is not required to seek the prior approval of the Commission for that acquisition under paragraph V of this order; (b) Hanson shall divest its entire interest in Cencal, including the interest acquired from Ssangyong, within the time provided by paragraph II. A.; and (c) Hanson shall hold separate the interest acquired from Ssangyong under the same terms and conditions as provided in paragraph II. D.

C. The divestiture shall be only to an acquirer or acquirers that receive the prior approval of the Commission, and only in a manner that receives the prior approval of the Commission. The purpose of the divestiture of the Cencal interest is to ensure the continuation of Cencal as a viable deep-sea import terminal, engaged in the same businesses in which they are presently employed, and to remedy the lessening of competition resulting from the acquisition as alleged in the Commission's complaint.

D. Hanson shall comply with all terms of the Agreement To Hold Separate ("Hold Separate"), attached hereto and made a part hereof. Said Hold Separate shall continue to be in effect until such time as the Hold Separate provides.

E. Hanson shail take such action as is necessary to maintain the viability and marketability of the Cencal interest and shall not cause or permit the destruction, removal, wasting, deterioration, or impairment of any of the Cencal assets except in the ordinary course of business and except for ordinary wear and tear, acts of God or Force Majeure.

Ii.

It is further ordered, That:

A. If Hanson has not divested, absolutely and in good faith and with the Commission's prior approval, the Cencal interest within 12 months after the date this order becomes final, Hanson shall consent to the appointment by the Commission of a trustee to divest the Cencal interest. In the event the Commission or the Attorney General brings an action pursuant to Section 5(1) of the Federal Trade Com- Decision and Order 115 F.T.C.

mission Act, 15 U.S.C. 45(1), or any other statute enforced by the Commission, Hanson 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 Section 5(1) of the Federal Trade Commission Act, or any other statute enforced by the Commission, for any failure by Hanson to comply with this order.

B. If a trustee is appointed by the Commission or a court pursuant to paragraph III. A. of this order, Hanson shall consent to the following terms and conditions regarding the trustee's powers, duties, authorities and responsibilities:

1. The Commission shall select the trustee, subject to the consent of Hanson, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures.

2. The trustee shall, subject to the prior approval of the Commission, have the exclusive power and authority to divest the Cencal interest.

3. The trustee shall have twelve (12) months from the date of appointment to accomplish the divestiture. If, however, at the end of the twelve-month period the trustee has submitted a plan of divestiture or believes that divestiture can be accomplished within a reasonable time, the divestiture period may be extended by the Commission or by the court (in the case of a court-appointed trustee); provided, however, the Commission may only extend the trustee's divestiture period one time for such time as the trustee may request, not to exceed one (1) additional year.

4. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Cencal interest, or any other relevant information as the trustee may request. Hanson shall develop such financial or other information as such trustee may request and shall cooperate with any request of the trustee. Hanson shall take no action to interfere with or impede the trustee's accomplishment of the divestiture. Any delays in divestiture caused by Hanson shall extend the time for divestiture under this paragraph HANSON PLC, ET AL. 351 342 Decision and Order in an amount equal to the delay, as determined by the Commission or the court for a court-appointed trustee.

5. Subject to Hanson's absolute and unconditional obligation to divest at no minimum price and the purpose of the divestiture as stated in paragraph II. B. of this order, the trustee shall use his or her best efforts to negotiate the most favorable price and terms available with each prospective acquirer of the Cencal interest. The divestiture shall be made in the manner set out in paragraph II.; provided, however, if the trustee receives bona fide offers from more than one prospective acquirer or acquirers, and if the Commission approves more than one such proposed acquirer, the trustee shall divest to the acquirer selected by Hanson from among those approved by the Commission.

6. The trustee shall serve, without bond or other security, at the cost and expense of Hanson, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have authority to employ, at the cost and expense of Hanson, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably 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 Hanson 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 Cencal interest. 7. Hanson 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 trusteeship, 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, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee. 8. Within sixty (60) days after appointment of the trustee, and subject to the prior approval of the Commission and, in the case of a Decision and Order 115 F.T.C.

court-appointed trustee, of the court, Hanson shall execute a trust agreement that transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestiture in accordance with this order.

9. If the trustee ceases to act or fails to act diligently, a substitute trustée shall be appointed in the same manner as provided in paragraph III. A. of this order.

10. The Commission and, 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 in accordance with this order.

11. The trustee shall have no obligation or authority to operate or maintain the Cencal interest.

12. The trustee shall report in writing to Hanson and to the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture.

IV.

It is further ordered, That, within sixty (60) days after the date this order becomes final and every sixty (60) days thereafter until Hanson has fully complied with the provisions of paragraphs II. and III. of this order, Hanson shall submit to the Commission a verified written report setting forth in detail the manner and form in which it intends to comply, is complying, or has complied with those provisions. Hanson shall include in its compliance reports, among other things that are required from time to time, a full description of substantive contacts or negotiations for the divestiture, including the identity of all parties contacted. Hanson also shall include in its compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture.

HANSON PLC, ET AL. 353 342 Decision and Order V.

It is further ordered, That, for a period commencing on the date this order becomes final and continuing for ten (10) years, Hanson shall cease and desist from acquiring, without the prior approval of the Federal Trade Commission, directly or indirectly, through subsidiaries, or otherwise:

(1) Any assets engaged in, used for, or previously used for (and still suitable for); or (2) Any interest in, or the whole or any part of the stock or share capital of any entity that owns or operates assets engaged in, used for, or previously used for (and still suitable for) the manufacture, sale, shipment or distribution of cement in the area of Northern California comprised of Del Norte, Siskiyou, Modoc, Humboldt, Trinity, Shasta, Lassen, Mendocino, Tehama, Glenn, Butte, Plumas, Lake, Colusa, Sutter, Yuba, Sierra, Nevada, Placer, Sonoma, Napa, Yolo, Solano, Sacramento, E] Dorado, Marin, Amador, Alpine, Contra Costa, San Joaquin, Alameda, Calaveras, Tuolumne, Mono, San Francisco, San Mateo, Santa Clara, Stanislaus, Santa Cruz, Merced, Mariposa, Monterey, San Benito, Fresno, Madera, Inyo, Tulare, and Kings counties, other than assets acquired in the ordinary course of business for the manufacture, sale, shipment or distribution of cement at Kaiser's Permanente plant; provided, however, that it shall not be a violation of this paragraph V. if Hanson acquires, through the operation of the so-called Buy-Sell Option of paragraph XV. of the Joint Venture Agreement of Ssangyong/ Riverside Ltd., the fifty (50) percent interest currently owned by Ssangyong Cement (Pacific) Inc., provided that, if Hanson does acquire such interest, it will divest it and all such interest in the joint venture within the time period prescribed by paragraph II. of this order. One year from the date this order becomes final and annually thereafter for nine years, Hanson shall file with the Secretary of the Federal Trade Commission a verified written report of its compliance with this paragraph.

Decision and Order 115 F.T.C.

VI.

It is further ordered, That, acquisitions resulting in an interest of not more than three (3) percent of the outstanding voting securities of publicly traded companies, solely for the purpose of investment, are not subject to paragraph V. of this order. Vil.

It is further ordered, That, if, in the absence of an acquisition agreement with an entity that neither owns nor operates nor has any interest in assets located in the northern California market, nor is engaged in the manufacture, sale, shipment or distribution of cement to such area (hereinafter acquired5 1 6 1 5 6 1364 1388 158 46 95.652771 entity), Hanson announces its intention to acquire or commences an acquisition of any interest in the acquired entity and, before Hanson obtains sufficient control of the acquired entity to prevent an acquisition by the acquired entity, such acquired entity acquires any of the outstanding stock or share capital of, or any other interest in an entity that owns or operates assets used for the manufacture, sale, shipment or distribution of cement in such area (hereinafter thirds 1 6 1 12 7 1465 1796 158 46 95.980721 entity), or said acquired entity acquires any assets used in the manufacture, sale, shipment or distribution of cement in such area ("cement assets") or begins selling, shipping or distributing cement to such area, if approval of such acquisition would be required pursuant to paragraph V., Hanson may, in lieu of obtaining prior approval of such acquisition under paragraph V. in this order, comply with each of the requirements of this paragraph VII. of this order. In order to make such an acquisition without obtaining the Commission's prior approval pursuant to paragraph V., Hanson shall:

A. Notify the Commission as soon as practicable, and in any event, within three (3) days of Hanson's learning of the acquisition by the acquired entity of any interest in a third entity, or of any cement assets, as described in paragraph VI. of this order. Such notification shall follow the format for filings set forth in the Appendix to Part 803 of Title 16 of the Code of Federal Regulations, as amended. Such notification shall be in addition to any reporting, waiting period, HANSON PLC, ET AL. 355 342 Decision and Order and other requirements applicable to the transaction under Section 7A of the Clayton Act, 15 U.S.C. 18a and the Commission's Premerger Reporting Rules promulgated thereunder, 16 CFR 801, 802 and 803. B. In the case where the acquired entity acquired cement assets, Hanson shall comply with all terms of the Hold Separate, attached to this order and made a part hereof. Provided, however, that each reference to Cencal in the Hold Separate shall for purposes of this paragraph VII., mean either the stocks 1 3 2 5 7 1331 1050 41 25 96.861221 or5 1 3 2 5 8 1388 1040 102 35 96.859604 shares 1 3 2 5 9 1507 1040 129 46 96.260384 capital5 1 3 2 5 10 1654 1040 43 37 96.845329 of5 1 3 2 5 11 1710 1041 59 36 97.018425 thes 1 3 2 5 12 1786 1041 91 36 96.349083 third4 1 3 2 6 0 541 1096 1336 49 -1 5 1 3 2 6 1 541 1096 131 46 93.182259 entity or the cements 1 3 2 6 5 1021 1104 112 30 96.434540 assets5 1 3 2 6 6 1156 1097 43 36 96.866104 of5 1 3 2 6 7 1217 1098 59 36 96.510117 thes 1 3 2 6 8 1298 1098 168 46 96.891380 acquired5 1 3 2 6 9 1487 1099 141 46 82.764511 entity. Said Hold Separate shall take effect as soon as Hanson has sufficient control over the acquired entity to satisfy the terms of the Hold Separate and shall continue in effect until such time as Hanson has divested all the cement assets acquired by the acquired entity or until such other time as the Hold Separate provides. In the case where the acquired entity acquired stock or share capital of the third entity, as soon as Hanson has sufficient control over the acquired entity to do so, Hanson shall place all stock and share capital of the third entity in a non-voting trust until said stock or share capital is divested. C. Within six (6) months of the date when Hanson has sufficient control over the acquired entity to divest assets, stock or share capital of the acquired entity, Hanson shall:

1. In the case where the acquired entity acquired stock or share capital of the third entity, divest, absolutely and in good faith, the stock or share capital of the third entity; or 2. In the case where the acquired entity acquired cement assets, divest, absolutely and in good faith, all the cement assets of the acquired entity and also divest such additional ancillary assets and effect such arrangements that are necessary to assure the viability and competitiveness of the cement assets of the acquired entity. D. Hanson shall divest the stock or share capital of the third entity or the cement assets of the acquired entity only to an acquirer or acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. In the case where the acquired entity acquired cement assets, Hanson shall demonstrate the viability and competitiveness of the cement assets of the acquired entity in its application for approval of a Decision and Order 115 F.T.C.

proposed divestiture. The purpose of the divestiture is to ensure the continuation of the assets as ongoing, viable businesses engaged in the manufacture, sale, and/or shipment of cement, and to remedy any lessening of competition resulting from the acquisition. E. In the case where the acquired entity acquired cement assets, Hanson shall take such action as is necessary to maintain the viability, competitiveness and marketability of the cement assets of the acquired entity and shall not cause or permit the destruction, removal or impairment of any assets or businesses it may have to divest except in the ordinary course of business and except for ordinary wear and tear.

F. If Hanson has not divested, absolutely and in good faith and with the Commission's prior approval, the stock or share capital of the third entity or the cement assets of the acquired entity within six (6) months of the date when Hanson has sufficient control over the acquired entity to divest assets, stock or share capital of the acquired entity, Hanson shall consent to the appointment by the Commission of a trustee to divest:

1. The stock or share capital of the third entity; or 2. The cement assets of the acquired entity and to divest such additional ancillary assets of the acquired entity and effect such arrangements that may be necessary to assure the viability and competitiveness of the cement assets of the acquired entity. G. In the case where the acquired entity commences shipping, selling or distributing of cement in the northern California market upon acquiring control, Hanson shall cause the acquired entity to cease and desist such activity.

H. In the event the Commission or the Attorney General brings an action pursuant to Section 5(1) of the Federal Trade Commission Act, as amended, 15 U.S.C. 45(1), or any other statute enforced by the Commission, Hanson 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 Section 5(1) of the Federal Trade Commission Act, or HANSON PLC, ET AL. 357 342 Decision and Order any other statute enforced by the Commission, for any failure by Hanson to comply with this order.

I, Ifa trustee is appointed by the Commission or a court pursuant to paragraph VII. F. of this order, Hanson shall consent to the terms and conditions regarding the trustee's powers, authorities, duties and responsibilities set out in paragraph III. B. of this order. Provided, however, that each reference to Cencal in paragraph III. B. of this order shall, for the purposes of this paragraph VII., mean either the stocks 1 3 2 7 2 679 1093 40 25 96.952072 or5 1 3 2 7 3 731 1082 100 37 96.952072 shares 1 3 2 7 4 843 1082 126 47 96.848289 capital5 1 3 2 7 5 983 1083 42 36 96.931923 of5 1 3 2 7 6 1033 1084 58 35 96.279945 thes 1 3 2 7 7 1103 1084 90 36 96.792068 thirds 1 3 2 7 8 1205 1084 126 47 96.568840 entity or the cements 1 3 2 7 12 1637 1093 111 29 96.725433 assets5 1 3 2 7 13 1762 1086 42 36 96.800056 of5 1 3 2 7 14 1824 1088 57 34 96.685173 thea 1 3 2 8 0 546 1139 325 47 -1 5 1 3 2 8 1 546 1139 168 46 96.693588 acquired5 1 3 2 8 2 730 1140 141 46 79.684860 entity. VU.

It is further ordered, That, for the purposes of determining or securing compliance with this order, and subject to any legally recognized privilege, upon written request and on reasonable notice to Hanson, Hanson shall permit any duly authorized representatives of the Commission:

A. Access, during office hours and in the presence of counsel, to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of Hanson relating to any matters contained in this consent order; and B. Upon five (5) days notice to Hanson, and without restraint or interference from Hanson, to interview officers or employees of Hanson, who may have counsel present, regarding such matters. IX.

It is further ordered, That, Hanson shall notify the Commission at least thirty (30) days prior to any proposed change in the corporation such as dissolution, assignment or sale resulting in the emergence of a successor corporation, the creation, dissolution, or sale of subsidiaries, or any other change that may affect compliance obligations arising out of the order.

Decision and Order 115 F.T.C.

AGREEMENT TO HOLD SEPARATE This Agreement to Hold Separate ("Hold Separate") is by and among Hanson PLC ("Hanson" as defined in paragraph I. of the proposed consent order), a corporation organized, existing, and doing business under and by virtue of the laws of the United Kingdom, with its principal office at 1 Grosvenor Place, London SWIX 7JH, England; Hanson's indirect wholly-owned subsidiary, H B Acquisitions PLC ("HBA"), with its principal office at 1 Grosvenor Place, London SWIX 7JH, England; and the Federal Trade Commission ("Commission"), an independent agency of the United States Government, established under the Federal Trade Commission Act of 1914, 15 U.S.C. 41, et seq. (collectively, the parties). Premises Whereas, on October 18, 1991, Hanson and HBA commenced a tender offer to acquire all of the voting securities of Beazer PLC ("Beazer"); and Whereas, Kaiser Cement ("Kaiser"), an indirect, wholly-owned subsidiary of Hanson, with its principal office located at 1333 N. California Boulevard, Suite 445, Walnut Creek, CA., operates a cement manufacturing facility in Permanente, California; and Whereas, Ssangyong/Riverside Ltd., a California general partnership d/b/a Cencal Cement Company ("Cencal"), with its principal office located at 2321 W. Washington Street, Suite H, Stockton, California, owns a deep-sea cement import terminal located at the Port of Stockton, California. Cencal is owned equally, as a joint venture, by Beazer PLC and Ssangyong, a Korean Company; and Whereas, the Commission is now investigating the acquisition to determine whether it would violate any of the statutes enforced by the Commission; and Whereas, if the Commission accepts the attached agreement containing consent order ("agreement") the Commission must place it on the public record for a period of at least sixty (60) days and may subsequently withdraw such acceptance pursuant to the provisions of Section 2.34 of the Commission’s Rules; and, HANSON PLC, ET AL. 359 342 Decision and Order Whereas, the Commission is concerned that if an understanding is not reached to preserve the status quo ante and to hold separate the assets and businesses of Cencal until the divestiture of Cencal contemplated by the consent order has been made, divestiture resulting from any proceeding challenging the legality of the acquisition might not be possible, or might be less than an effective remedy; and Whereas, the Commission is concerned that if the acquisition is consummated, it will be necessary to preserve the Commission's ability to require the divestiture of the Cencal interest as described in paragraph I. of the proposed consent order, and the Commission's right to have Cencal continue as a viable competitor of Kaiser; and Whereas, the purpose of the Hold Separate and the consent order is to:

1. Preserve Cencal as a viable independent deep-sea cement import terminal, pending divestiture of the Cencal interest as defined in paragraph I. of the consent order, 2. Remedy any anticompetitive effects of the Acquisition, 3. Preserve the Cencal assets as viable assets engaged in the same business in which they are presently employed pending divestiture; and Whereas, Hanson's entering into this Hold Separate shall in no way be construed as an admission by Hanson that the acquisition is illegal; and Whereas, Hanson understands that no act or transaction contemplated by this Hold Separate shall be deemed immune or exempt from the provisions of the antitrust laws or the Federal Trade Commission Act by reason of anything contained in this agreement. Now, therefore, the parties agree, upon the understanding that the Commission has not yet determined whether the acquisition will be challenged, and in consideration of the Commission's agreement that, at the time it accepts the agreement for public comment it will grant early termination of the Hart-Scott-Rodino waiting period, and unless the Commission determines to reject the agreement, it will not seek further relief from Hanson with respect to the acquisition, except that the Commission may exercise any and all rights to enforce this Hold Decision and Order 115 F.T.C.

Separate and the order to which the Hold Separate is annexed and made a part thereof, and in the event the required divestiture is not accomplished, to seek divestiture of Cencal and all other available relief pursuant to the order, as follows:

1. Hanson agrees to execute and be bound by the attached agreement.

2. Hanson agrees that from the date this Hold Separate is accepted until the earlier of the dates listed below in subparagraphs 2(a) and 2(b), it will comply with the provisions of this Hold Separate:

(a) Three (3) business days after the Commission withdraws its acceptance of the consent agreement pursuant to the provisions of Section 2.34 of the Commission's Rules; or (b) The day after the divestiture obligations required by the consent order have been satisfied.

3. To ensure the complete independence and viability of Cencal and to assure that no competitive information is exchanged between Cencal and any of the cement related operations of Hanson, Hanson will hold Cencal separate and apart on the following terms and conditions:

(a) Cencal, as it is presently constituted, shall be held separate and apart and shall be operated independently of Hanson (meaning here and hereinafter, Hanson excluding Cencal); provided, however, that Hanson may exercise only such direction and control over Cencal as is necessary to assure compliance with this Hold Separate, the agreement, and the order.

(b) Hanson shall not exercise direction or control over, or influence, directly or indirectly, Cencal or any of its operations or businesses; provided, however, that Hanson may exercise only such direction and control over Cencal as is necessary to assure compliance with this Hold Separate, the agreement, and the order. (c) Hanson shall maintain the viability and marketability of Cencal and shall not sell, transfer, encumber (other than in the ordinary course of business), or otherwise impair its marketability or viability. HANSON PLC, ET AL. 361 342 Decision and Order (d) The Cencal Management Committee shall have exclusive authority for managing Cencal.

(e) The individuals on the Cencal Management Committee shall not be involved in any way in the marketing, selling, manufacturing, or management of Kaiser, or any other business of Hanson (other than Beazer's operations as presently constituted) involved in the marketing, selling, production, management, shipment, or distribution of cement in the Northern California market. Each of these individuals, the management of Cencal and Hanson's directors, officers, or employees responsible for the operation or management of Kaiser and any other Hanson cement related assets will receive the notification appended as Attachment A hereto. (f) If necessary to assure compliance with the terms of this Hold Separate, the agreement, and the order, Hanson may, but is not required to, assign an individual to Cencal for the purpose of overseeing such compliance ("on-site person"). The on-site person shall have access to all officers and employees of Cencal and such records of Cencal as he deems necessary and reasonable to assure compliance. Such individual shall enter into a confidentiality agreement with Hanson agreeing to be bound by the terms and conditions of Attachment A, appended hereto.

(g) Except as required by law, and except to the extent that necessary information is exchanged in the course of evaluating the acquisition, defending investigations or litigation, or negotiating agreements to divest assets, Hanson shall not receive or have access to, or the use of, any material confidential information about Cencal or the activities of the Cencal Management Committee in managing the business that is not in the public domain. Nor shall the Cencal Management Committee, any individual member of the Cencal Management Committee, nor the on-site person receive or have access to, or the use of, any material confidential information about Hanson's cement related assets or related businesses or activities not in the public domain. Hanson may receive on a regular basis from Cencal aggregate financial information necessary and essential to allow Hanson to prepare United States consolidated financial reports, tax returns, and personnel reports. Materials 1 3 4 15 7 1435 2656 235 35 93.306122 confidential5 1 3 4 15 8 1687 2656 170 37 92.560043 informa-4 1 3 4 16 0 522 2714 1335 47 -1 5 1 3 4 16 1 522 2715 107 42 89.807838 tion,”5 1 3 4 16 2 649 2726 38 25 96.717247 as5 1 3 4 16 3 705 2715 89 36 96.711624 used5 1 3 4 16 4 812 2715 132 41 96.355751 herein,5 1 3 4 16 5 964 2725 122 25 96.801628 means5 1 3 4 16 6 1105 2714 270 47 96.561691 competitively5 1 3 4 16 7 1393 2714 171 36 96.598541 sensitive5 1 3 4 16 8 1582 2725 40 25 96.717636 or5 1 3 4 16 9 1638 2714 219 47 96.722778 proprietary4 1 3 4 17 0 521 2773 1338 46 -1 5 1 3 4 17 1 521 2773 240 42 96.253510 information,5 1 3 4 17 2 777 2779 61 30 96.392670 not5 1 3 4 17 3 851 2773 274 46 96.352234 independently5 1 3 4 17 4 1139 2774 131 35 96.543350 known5 1 3 4 17 5 1284 2780 35 29 96.308075 to5 1 3 4 17 6 1333 2774 147 35 96.326843 Hanson5 1 3 4 17 7 1494 2773 94 36 96.393631 from5 1 3 4 17 8 1600 2785 145 24 96.393631 sources5 1 3 4 17 9 1759 2774 100 34 96.924866 other Decision and Order 115 F.T.C.

than the Cencal Management Committee and includes, but is not limited to, customer lists, price lists, bidding lists, marketing methods, marketing plans, sales plans, long range planning documents, patents, technologies, processes, or other trade secrets. (h) Hanson shall not remove or replace any member of the Cencal Management Committee, or the on-site person, except as provided below:

(1) Hanson may remove and replace anyone for cause, death, disability, or resignation from service with Hanson. (ii) Hanson may remove any member of the Cencal Management Committee if a conflict of interest develops in that member's role as a potential purchaser of the Cencal Assets and that role as a manager of Cencal.

(iii) Hanson may replace any member of the Cencal Management Committee or officer of Cencal after providing the Commission with sixty (60) days advance written notice; and (iv) Hanson may replace any individual who interferes in any way with Hanson's ability to comply with the terms of this Hold Separate, the agreement, or the order. Provided,5 1 4 4 3 8 1639 1724 175 40 96.818367 however,5 1 4 4 3 9 1829 1723 72 35 97.009224 that5 1 4 4 3 10 1915 1723 87 35 96.564491 each4 1 4 4 4 0 667 1782 1334 46 -1 5 1 4 4 4 1 667 1782 201 36 96.605316 individuals 1 4 4 4 2 883 1782 118 46 96.790802 newly5 1 4 4 4 3 1018 1782 192 46 96.788971 appointed5 1 4 4 4 4 1225 1788 37 30 96.166000 to5 1 4 4 4 5 1277 1782 58 36 93.296768 thes 1 4 4 4 6 1351 1782 134 36 91.905495 Cencal5 1 4 4 4 7 1501 1782 256 45 96.476036 Management5 1 4 4 4 8 1771 1782 230 41 96.189186 Committee,4 1 4 4 5 0 667 1840 1336 47 -1 5 1 4 4 5 1 667 1848 170 39 96.330528 pursuant5 1 4 4 5 2 865 1847 37 29 96.879921 to5 1 4 4 5 3 931 1840 68 36 96.019699 this5 1 4 4 5 4 1031 1840 274 46 96.426750 subparagraph,5 1 4 4 5 5 1336 1846 94 29 96.337936 must5 1 4 4 5 6 1459 1840 164 35 96.084053 conforms 1 4 4 5 7 1653 1846 35 29 95.668190 to5 1 4 4 5 8 1719 1840 46 35 95.668190 all5 1 4 4 5 9 1795 1846 107 29 96.698067 terms5 1 4 4 5 10 1933 1840 70 35 96.726517 anda 1 4 4 6 0 667 1899 628 45 -1 5 1 4 4 6 1 667 1900 185 35 96.828201 conditions 1 4 4 6 2 868 1899 42 36 96.828201 of5 1 4 4 6 3 921 1899 68 36 96.657822 this5 1 4 4 6 4 1005 1899 97 35 96.627625 Holds 1 4 4 6 5 1117 1899 178 45 96.783707 Separate.2 1 5 0 0 0 665 2013 1337 804 -1 3 1 5 1 0 0 667 2013 1334 105 -1 4 1 5 1 1 0 742 2013 1259 47 -1 5 1 5 1 1 1 742 2015 42 42 96.209412 (i)5 1 5 1 1 2 819 2016 146 34 96.370193 Hanson5 1 5 1 1 3 979 2015 88 35 96.370193 shall5 1 5 1 1 4 1079 2014 147 46 92.439621 provides 1 5 1 1 5 1239 2014 132 35 92.439621 Cencal5 1 5 1 1 6 1384 2014 84 34 96.980499 with5 1 5 1 1 7 1481 2014 42 35 96.930740 its5 1 5 1 1 8 1538 2014 99 34 96.954521 shares 1 5 1 1 9 1651 2013 41 35 97.016289 of5 1 5 1 1 10 1702 2013 159 46 96.439667 workings 1 5 1 1 11 1874 2013 127 46 96.825142 capital4 1 5 1 2 0 667 2070 1085 48 -1 5 1 5 1 2 1 667 2083 37 25 93.242973 as5 1 5 1 2 2 721 2073 135 34 92.600693 Cencal5 1 5 1 2 3 871 2078 159 40 96.290298 requests5 1 5 1 2 4 1045 2071 93 36 96.826324 from5 1 5 1 2 5 1154 2071 43 36 96.949951 its5 1 5 1 2 6 1213 2078 156 39 96.963036 partners5 1 5 1 2 7 1385 2070 93 36 96.651115 from5 1 5 1 2 8 1494 2071 85 35 96.767838 times 1 5 1 2 9 1594 2077 35 29 97.007294 to5 1 5 1 2 10 1645 2071 85 35 91.814201 times 1 5 1 2 11 1747 2100 5 6 91.814201 .3 1 5 2 0 0 666 2127 1336 455 -1 4 1 5 2 1 0 742 2127 1258 49 -1 5 1 5 2 1 1 742 2130 43 46 92.516869 (j)5 1 5 2 1 2 829 2131 39 34 92.893501 In5 1 5 2 1 3 883 2130 58 35 92.893501 thes 1 5 2 1 4 957 2136 106 29 96.878410 events 1 5 2 1 5 1078 2136 190 40 96.125702 aggregates 1 5 2 1 6 1284 2130 115 34 96.925659 losses5 1 5 2 1 7 1415 2129 36 35 93.261459 in5 1 5 2 1 8 1467 2129 134 35 92.077980 Cencal5 1 5 2 1 9 1618 2129 134 35 96.145508 exceeds 1 5 2 1 10 1769 2127 231 43 96.450638 $3,000,000,4 1 5 2 2 0 667 2187 1334 46 -1 5 1 5 2 2 1 667 2190 148 34 96.212021 Hanson5 1 5 2 2 2 833 2188 90 36 95.590797 shall5 1 5 2 2 3 940 2194 62 30 96.981682 not5 1 5 2 2 4 1018 2187 160 36 96.515305 exercises 1 5 2 2 5 1194 2187 44 36 96.553116 its5 1 5 2 2 6 1255 2187 92 46 96.272331 rights 1 5 2 2 7 1363 2193 36 29 96.983711 to5 1 5 2 2 8 1416 2187 160 35 96.701897 dissolves 1 5 2 2 9 1593 2187 57 35 96.096901 thes 1 5 2 2 10 1662 2187 94 46 96.577477 joints 1 5 2 2 11 1772 2193 158 29 96.200325 venture.5 1 5 2 2 12 1963 2187 38 34 96.901817 In4 1 5 2 3 0 667 2244 1334 49 -1 5 1 5 2 3 1 667 2247 57 35 96.334724 thes 1 5 2 3 2 739 2253 105 29 96.958824 events 1 5 2 3 3 858 2253 188 40 96.438843 aggregates 1 5 2 3 4 1060 2246 114 35 96.906860 losses5 1 5 2 3 5 1189 2246 36 35 93.198746 in5 1 5 2 3 6 1240 2246 132 35 92.655083 Cencal5 1 5 2 3 7 1387 2246 135 35 96.395042 exceeds 1 5 2 3 8 1537 2244 231 42 96.263222 $3,000,000,5 1 5 2 3 9 1785 2245 68 36 93.292297 ands 1 5 2 3 10 1870 2244 131 46 92.376755 Ssang-4 1 5 2 4 0 667 2303 1335 47 -1 5 1 5 2 4 1 667 2316 96 34 96.823380 yong5 1 5 2 4 2 778 2305 111 35 96.176224 elects5 1 5 2 4 3 905 2311 36 29 96.021576 to5 1 5 2 4 4 956 2304 160 36 96.021576 dissolves 1 5 2 4 5 1131 2304 59 35 96.069931 thes 1 5 2 4 6 1200 2304 94 46 96.163429 joints 1 5 2 4 7 1309 2310 156 34 96.345261 venture,5 1 5 2 4 8 1482 2304 149 34 96.650963 Hanson5 1 5 2 4 9 1646 2304 90 34 95.403389 shall5 1 5 2 4 10 1752 2304 80 34 95.403389 takes 1 5 2 4 11 1848 2313 68 35 96.756645 any5 1 5 2 4 12 1933 2303 69 35 96.832878 anda 1 5 2 5 0 667 2361 1334 46 -1 5 1 5 2 5 1 667 2364 46 34 96.986137 all5 1 5 2 5 2 730 2364 211 34 96.580101 reasonable5 1 5 2 5 3 956 2373 180 25 96.716354 measures5 1 5 2 5 4 1154 2373 189 34 96.593979 necessary5 1 5 2 5 5 1360 2369 35 28 96.882874 to5 1 5 2 5 6 1411 2373 127 24 96.752541 ensures 1 5 2 5 7 1554 2362 58 35 96.667099 thes 1 5 2 5 8 1628 2361 193 36 96.637016 continued5 1 5 2 5 9 1837 2361 164 46 96.617355 viability4 1 5 2 6 0 667 2419 1333 48 -1 5 1 5 2 6 1 667 2421 42 36 92.810440 of5 1 5 2 6 2 727 2421 136 36 91.636795 Cencal5 1 5 2 6 3 886 2432 37 25 96.602577 as5 1 5 2 6 4 946 2432 43 24 96.931152 an5 1 5 2 6 5 1012 2421 239 46 96.466354 independents 1 5 2 6 6 1273 2421 170 45 96.077492 deep-seas 1 5 2 6 7 1465 2426 140 29 96.796989 cements 1 5 2 6 8 1626 2419 130 47 96.375549 imports 1 5 2 6 9 1777 2419 163 36 96.481483 terminals 1 5 2 6 10 1963 2430 37 25 96.994514 as4 1 5 2 7 0 666 2478 1335 48 -1 5 1 5 2 7 1 666 2480 143 35 96.804070 defined5 1 5 2 7 2 823 2480 35 35 96.308266 in5 1 5 2 7 3 872 2480 191 46 96.176865 paragraphs 1 5 2 7 4 1063 2474 19 56 96.613548 I5 1 5 2 7 5 1105 2479 41 36 96.824234 of5 1 5 2 7 6 1156 2480 58 35 96.030083 thes 1 5 2 7 7 1227 2486 146 28 96.862427 consents 1 5 2 7 8 1387 2479 110 40 97.004021 order,5 1 5 2 7 9 1512 2479 191 45 96.874779 including,5 1 5 2 7 10 1717 2479 61 34 96.978897 but5 1 5 2 7 11 1792 2485 60 28 96.978897 not5 1 5 2 7 12 1866 2478 135 35 96.900352 limited4 1 5 2 8 0 666 2536 762 46 -1 5 1 5 2 8 1 666 2545 47 35 96.814926 to,5 1 5 2 8 2 730 2539 58 34 96.797417 thes 1 5 2 8 3 802 2538 240 35 96.579178 contributions 1 5 2 8 4 1058 2537 42 35 96.778778 of5 1 5 2 8 5 1112 2537 162 45 96.454071 workings 1 5 2 8 6 1289 2536 139 46 96.008766 capital.3 1 5 3 0 0 665 2587 1336 230 -1 4 1 5 3 1 0 741 2587 1259 53 -1 5 1 5 3 1 1 741 2597 54 42 92.920815 (k)5 1 5 3 1 2 841 2596 137 36 96.647972 Should5 1 5 3 1 3 994 2596 58 35 96.901711 thes 1 5 3 1 4 1069 2587 247 44 96.580803 Commissions 1 5 3 1 5 1333 2596 85 34 96.919022 seeks 1 5 3 1 6 1434 2595 35 34 96.919022 in5 1 5 3 1 7 1486 2605 68 35 96.826714 any5 1 5 3 1 8 1570 2595 218 45 96.513283 proceedings 1 5 3 1 9 1804 2601 37 28 96.908798 to5 1 5 3 1 10 1858 2594 142 45 96.975388 compel4 1 5 3 2 0 666 2652 1335 38 -1 5 1 5 3 2 1 666 2656 149 34 96.388100 Hanson5 1 5 3 2 2 841 2661 37 28 96.873352 to5 1 5 3 2 3 904 2654 116 35 96.338539 divests 1 5 3 2 4 1045 2653 100 36 96.625633 itself5 1 5 3 2 5 1167 2653 43 36 96.734268 of5 1 5 3 2 6 1231 2653 58 36 93.066895 thes 1 5 3 2 7 1315 2653 134 36 92.702271 Cencal5 1 5 3 2 8 1475 2653 144 35 96.881050 interests 1 5 3 2 9 1645 2664 37 24 96.558472 as5 1 5 3 2 10 1708 2652 147 35 96.553169 defined5 1 5 3 2 11 1880 2652 36 34 96.121933 in5 1 5 3 2 12 1942 2653 59 34 96.935440 thea 1 5 3 3 0 665 2711 1335 49 -1 5 1 5 3 3 1 665 2713 181 47 96.809586 proposed5 1 5 3 3 2 865 2713 112 41 96.779968 order,5 1 5 3 3 3 997 2713 148 35 96.712387 Hanson5 1 5 3 3 4 1165 2712 89 35 96.874252 shall5 1 5 3 3 5 1273 2718 61 29 96.669640 not5 1 5 3 3 6 1351 2712 92 35 96.625671 raises 1 5 3 3 7 1462 2722 67 35 96.939339 any5 1 5 3 3 8 1548 2711 181 46 96.405449 objections 1 5 3 3 9 1747 2711 112 35 96.557343 based5 1 5 3 3 10 1877 2722 47 24 96.199509 on5 1 5 3 3 11 1943 2711 57 35 96.199509 thea 1 5 3 4 0 666 2770 1334 47 -1 5 1 5 3 4 1 666 2772 199 45 96.753105 expiration5 1 5 3 4 2 885 2771 42 35 96.820366 of5 1 5 3 4 3 942 2771 59 35 96.688103 thes 1 5 3 4 4 1020 2770 201 46 92.777977 applicable5 1 5 3 4 5 1240 2770 366 35 90.435349 Hart-Scott-Rodino5 1 5 3 4 6 1625 2770 174 34 89.673653 Antitrust5 1 5 3 4 7 1819 2770 181 44 89.673653 Improve- HANSON PLC, ET AL. 363 342 Decision and Order ments Act waiting period or the fact that the Commission has permitted the acquisition. Hanson also waives all rights to contest the validity of this Hold Separate.

4. To the extent that this Hold Separate or consent order requires Hanson to take, or prohibits Hanson from taking, certain actions which otherwise may be required or prohibited by contract, Hanson shall abide by the terms of the Hold Separate or consent order and shall not assert as a defense such contract requirements in a civil penalty action or any other action brought by the Commission to enforce the terms of this Hold Separate or consent order. 5. For the purpose of determining or securing compliance with this Hold Separate, subject to any legally recognized privilege, and upon written request with reasonable notice to Hanson Industries, 99 Wood Avenue South, Iselin, New Jersey, Hanson's United States affiliate, Hanson shall permit any duly authorized representative or representatives of the Commission:

(a) Access during the office hours of Hanson and in the presence of counsel to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and other records and documents in the possession or under the control of Hanson relating to compliance with this Hold Separate;

(b) Upon five (5) days notice to Hanson, and without restraint or interference from Hanson, to interview officers or employees of Hanson, who may have counsel present, regarding any such matters. 6. This Hold Separate shall not be binding until approved by the Commission.

Decision and Order 115 F.T.C.

ATTACHMENT A NOTICE OF DIVESTITURE AND REQUIREMENT FOR CONFIDENTIALITY Hanson PLC ("Hanson") has entered into a consent agreement and Hold Separate Agreement with the Federal Trade Commission relating to the divestiture of the to be acquired interest in Cencal Cement Company ("Cencal"). Until after the Commission's order becomes final and the interests in Cencal divested, Cencal must be managed and maintained as a separate, ongoing business, independent of all other competing product lines of Hanson. All competitive information relating to Cencal must be retained and maintained by the persons responsible for the management of Cencal (including each of Cencal’s Board of Directors who are employees of Beazer) on a confidential basis and such persons shall be prohibited from providing, discussing, exchanging, circulating, or otherwise furnishing any such information to or with any other person whose employment involving Hanson business, including the operations of Kaiser Cement Corporation ("Kaiser"). Similarly, all such persons responsible for the management of Hanson's competing businesses shall be prohibited from providing, discussing, exchanging, circulating or otherwise furnishing competitive information about such businesses to or with any person responsible for Cencal. Any violation of the consent agreement or the Hold Separate Agreement, incorporated by reference as part of the consent order, may subject Hanson to civil penalties and other relief as provided by law.

HANSON PLC, ET AL. 365 342 Decision and Order EXHIBIT A JOINT VENTURE AGREEMENT OF SSANGYONG/RIVERSIDE LTD. Dated for identification purposes as of October 1, 1988 This Joint Venture Agreement of Ssangyong/Riverside Ltd. ("Agreement") is dated for identification purposes as of October 1, 1988 and is executed by and between Ssangyong Cement (Pacific), Inc., a California corporation (herein referred to as Ssangyong) and Riverside Cement (Pacific), Inc., a Delaware corporation (herein referred to as Riverside). Ssangyong and Riverside are sometimes herein referred to individually as a Partner and collectively as the Partners. SECTION I General 1.1. Formation. Ssangyong, a wholly owned subsidiary of Ssangyong Cement Ind. Co., Ltd., (herein referred to as Ssangyong5 1 7 1 2 9 1321 1509 163 36 95.303192 Cement), a leading manufacturer and international supplier of cement, and Riverside, a wholly owned subsidiary of the Riverside Cement Company Division of Gifford-Hill Cement Company (herein referred to as Riverside5 1 7 1 5 5 972 1653 164 35 94.868225 Cement), a United States importer and marketer of cement, hereby form and create this joint venture (the Partnership) as a partnership pursuant to the provisions of the Uniform Partnership Act of the State of California, effective as of the Effective Date. 1.2. Name. The name of the Partnership shall be SSANGYONG/RIVERSIDE LTD. The Partners may change the name of the Partnership or adopt such trade or fictitious names as they may determine to be appropriate. SECTION II Certain Defined Terms As used in this Agreement, the following terms have the following respective meanings:

Cement: Shall mean finished Portland Cement in bulk conforming to American Society for Testing Materials Standards or Type II Low Alkali Cement, acceptable in the Northern California cement Market and meeting such additional specifications as may be prescribed by the Partnership from time to time. Code: The Internal Revenue Code of 1986, as amended. Effective5 1 10 3 1 2 775 2616 104 29 94.393066 Date: The date that is thirty (30) days following the date of execution of this Agreement by the Partners, or at such earlier or later date as may be agreed upon by the Partners, provided that the Partners shall have theretofore obtained all requisite government approvals (including but not limited to a Decision and Order 115 F.T.C.

satisfactory port handling agreement with the Port of Stockton) and the Partnership shall have theretofore entered into a Cement Supply Agreement with Ssangyong Cement Ind. Co., Ltd. and through its affiliate. Events 1 3 2 1 2 858 763 37 37 96.969749 of5 1 3 2 1 3 900 763 148 37 94.946541 Default: As defined in Section 12.1. Market: Shall mean the market for the purchase and sale of Cement in Northern California.

Northern5 1 3 4 1 2 925 908 194 37 93.602249 California: All locations in the northern part of the state of California, being that part of the State north of a line drawn from the coast through Monterey in the west, through Madera to the California-Nevada border in the east. Percentages 1 3 5 1 2 948 1052 164 30 95.994553 Interests: The Percentage Interest of each of the Partners in the Partnership shall be as follows:

Ssangyong 50.00% Riverside 50.00% Project: The specialized materials handling and storage facilities which shall be mutually agreed upon by the Partners on the basis of effectiveness and least cost to be located at the Project Site.

Projects 1 5 2 1 2 881 1488 85 30 89.019882 Site: The real property located at the Port of Stockton, California in which leasehold, license, fee or other real property rights or interests shal] be acquired by the Partnership in conjunction with the development of the Project. Related5 1 5 3 1 2 889 1632 203 30 95.713409 Businesses: Such businesses as the Partnership may acquire or be engaged in from time to time.

Stockton5 1 5 4 1 2 903 1730 171 30 88.872505 Terminal: The cement terminal and truck load-out stations located at the Port of Stockton, California in which leasehold, license, fee or other real property rights or interests shall be acquired by the Partnership in conjunction with the development of the Project.

Transfer: The mortgage, pledge, hypothecation, transfer, sale, assignment or other disposition of any part or all of an interest in the Partnership whether voluntarily, by operation of law or otherwise. SECTION UI Purpose The sole purpose and business of the Partnership shall be (a) acquiring the Project Site, (b) designing, constructing and installing the Project, (c) engaging in the business of importing, purchasing, transporting, and selling Cement in the Northern California Market in conjunction with the operation of the Project, (d) engaging in such other Related Businesses as the Partners shall unanimously determine, (e) entering into from time to time such financing arrangements as the Partners may determine to be necessary, appropriate, or advisable to enable the Partnership to accomplish its purposes, (f) to mortgage, pledge, assign, grant a security interest in, or otherwise encumber, lease, exchange, or otherwise dispose of, all or a part of the Project, Project Site or the partnership interest in one or more HANSON PLC, ET AL. 367 342 Decision and Order or all of its assets to secure such financing arrangements, and (g) to engage in all activities and to enter into, exercise the rights and enjoy the benefits under, and discharge the obligations of the Partnership pursuant to, all contracts, agreements, and documents that may be necessary, appropriate, or advisable to enable the Partnership to accomplish the purposes set forth in clauses (a), (b), (c), (d), (e) or (f) of this sentence.

SECTION IV Term The term of the Partnership shall commence on the Effective Date hereof and shall continue until terminated as provided in Section XII; provided, however, that if the Partnership shall not have become effective by December 31, 1988, this Agreement shall be terminated, canceled and of no further force or effect. SECTION V Principal Place of Business The principal place of business of the Partnership shall be at Stockton Terminal, or at such other location as the Management Committee in their discretion, may determine, and the Management Committee shall promptly notify the Partners in writing of each such change in location. SECTION VI Capital Contributions: Capital Accounts 6.1. Initial Capital Contributions. Within ten (10) days following the Effective Date of this Agreement, each of the Partners shall contribute One Million Dollars (US $1,000,000.00) to the capital of the Partnership and thereafter, each of the Partners shall contribute a second initial contribution to the capital of the Partnership as shall be mutually agreed by the Partners. 6.2. Additional Capital Contributions. (a) General. Except for the initial capital contributions required to be made pursuant to the provisions of Section 6.1, all costs and expenses, including debt and working capital financing, of the Partnership shall, to the extent practicable, be funded by Partnership borrowings from institutional or other third party lenders. To the extent the Partnership requires funds in addition to the initial capital contributions provided for in Section 6.1 and funds available from Partnership borrowings from institutional and other third party lenders, the Partners agree to make additional capital contributions, from time to time, subject to the receiving of all requisite government approvals, in the amount of such reasonably estimated excess cash requirement in accordance with the provisions herein and in the same percentages as their Percentage Interests. Decision and Order 115 F.T.C.

(b) Partner Guarantees. In the event any Partner is required to accept liability on a recourse basis for repayment of any institutional or other third party borrowings, the Partners agree to furnish guarantees, from time to time, on a several basis with respect to such borrowings in the same percentages as their Percentage Interests.

6.3. Capital Accounts. Each Partner shall have a capital account which shall be increased by:

(a) The amount of its capital contributions to the Partnership pursuant to Section 6.1 and 6.2; and (b) The amount of net income and gains allocated to it pursuant to Section VIII;

and shall be decreased by the amount of losses allocated to it pursuant to Section VIII and all amounts paid or distributed to it pursuant to the provisions hereof. SECTION VII Control and Management: Obligation of the Partners 7.1. Management Committee. (a) The Partnership shall have a Management Committee which shall consist of six (6) persons, of which three (3) shall be appointed by Ssangyong and three (3) shall be appointed by Riverside. A member of the Management Committee may from time to time designate any person to act as his alternate, and such alternate member shall have the same powers, rights, duties and authority as the member designating such alternate member. The Management Committee shall be chaired by one of the members appointed by the respective partners, alternately. Such chairman shall be responsible for conducting and presiding at all meetings of the Management Committee. (b) The Management Committee shall conduct regular semi-annual meetings and additionally shall conduct such special meeting as may be called by any member of the Management Committee as necessary or appropriate for the partnership's business. All actions of the Management Committee shall require unanimous consent of all of the members. All meetings of the Management Committee may be in person or by means of conference telephone or similar communications equipment by means of which all members of the Management Committee can hear each other and participate in the meeting. (c) Except as specifically limited herein, the Management Committee shall have full, exclusive and complete discretion in the management and control of the Partnership. Without limiting the generality of the foregoing, the Management Committee may in its sole discretion approve or disapprove: (1) Any change to the capital structure of the Partnership; (2) Business plans including quarterly managerial and accounting reports; HANSON PLC, ET AL. 369 342 Decision and Order (3) Acquisition of the Project, development of the Project site, negotiation and coordination of contracts and subcontracts for the Project, and installation of the Project;

(4) Any change in the business of the Partnership; (5) All borrowings of the Partnership;

(6) Any lease, sale, mortgage, exchange, transfer or other disposition of all or any portion of the Partnership's assets;

(7) Employment of a General Manager (provided, however, upon the call by any member of the Management Committee for the removal of a General Manager, the Management Committee shall within thirty (30) days remove and replace the General Manager); and (8) Employment of such accounting, lawyers, agents, and other management or service personnel as may be required to carry on the business of the Partnership.

The Management Committee will develop, within sixty (60) days of the Effective Date hereof, a Business Plan for the period commencing on the Effective Date of this Agreement and ending December 31, 1990. Notwithstanding the foregoing, the Management Committee shall be authorized to modify any Business Plan theretofore adopted by the Partnership and shall modify the current Business Plan to the extent required as a result of unforeseen circumstances or as a result of any sale of interest in the Partnership pursuant to Section 15.1 of this Agreement. 7.2. Executive Committee. (a) The Partnership shall have an Executive Committee consisting of two (2) persons of which one (1) person shall be appointed by each Partner.

(b) The Executive Committee shall supervise the business operations of the Partnership, including:

(1) The auditing of overall operation of the business of the Partnership; (2) Decision making as to matters of importance which are beyond the authority or ability of the General Manager; (3) Such other powers, rights, duties and authority as may be granted from time to time by the Management Committee.

7.3. Duties of the General Manager. Subject to any limitations set forth in this Agreement or imposed by the Management Committee or the Executive Committee, the General Manager shall:

(1) Be responsible for daily management and operation of the business and affairs of the Partnership;

(2) Promote and effect sales of Cement and conduct such other normal and customary activities relating thereto;

(3) Perform any and all acts necessary or appropriate to preserve the Partnership's assets;

(4) (5) (6) (7) (8) (9) Decision and Order 115 F.T.C.

Procure and maintain such insurance as may be available in such amounts and covering such risks as are deemed appropriate by the General Manager;

Execute and deliver on behalf of an in the name of the Partnership deeds, deeds of trust, notes, leases, subleases, day leases and other contracts for the unloading of bulk materials other than Cement, mortgage, bills of sale, financing statement, security agreements, assessments and any and all other instruments necessary or incidental to the conduct of the Partnership's business and the financing thereof; Annually, prior to the end of each fiscal year, prepare and submit a proposed Business Plan to the Management Committee for the following two-year period, in a form substantially similar to the initial Business Plan developed by the Management Committee, which shall include: (i) A narrative description of the Business Plan, including a description of the marketing and other assumptions reflected therein, and specifying the modifications proposed for the first year of the period covered by the Business Plan from the previously adopted Business Plan of the Partnership for such period;

(ii) A schedule of estimated capital expenditures, segregated by project and showing the source of funds and total estimated costs to completion, regardless of whether such completion shall take place within the period covered by the Business Plan; (iii) A schedule of projected cash flow for the period covered by the Business Plan on a quarterly basis showing the source and applications of cash, and separately stating proposed borrowings; (iv) A projected income and expense statement for the period covered by the Business Plan on a quarterly basis; and (v) A projected balance sheet as of the end of each fiscal year covered by the Business Plan.

Carry out the Business Plan of the Partnership, including, without limitation, the procurement and construction or installation of the Project and the receipt and delivery of Cement therefrom; Employ persons and firms on behalf of the Partnership in connection with the engineering, procurement and construction or installation of the Project;

Arrange for and coordinate the issuance of all required governmental approvals for the acquisition and operation of the Project; (10) Take no action detrimental to the interests of the Partnership and take any action necessary to be taken in the interests of the Partnership; (11) Prepare and submit to the Management Committee quarterly managerial and accounting reports in such manner and form as may be required by the Management Committee; and HANSON PLC, ET AL. 371 342 Decision and Order (12) To perform such other duties as the Management Committee or the Executive Committee may specify.

7.4. Prohibited Acts. Without the consent of all the Partners acting through the Management Committee, no one in the Partnership, including the Management Committee, Executive Committee, the General Manager and all other employers of the Partnership shall be empowered to:

(1) Do any act in contravention of this Agreement; (2) Do any act which would make it impossible to carry on the ordinary business of the Partnership;

(3) Confess a judgment against Partnership; (4) Possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose; (5) Admit a person as a partner into the Partnership, except as specifically provided herein;

(6) Change or reorganize the Partnership into any other legal form; (7) Cause the Partnership to (i) enter into other partnership agreements in the capacity of a general partner or a limited partner, (ii) become a member of a joint venture, (iii) participate in forms of syndication for investment, (iv) own stock in corporations, (v) engage in any business other than that specified in Section III hereof, except as agreed to by all the Partners; or (vi) guarantee debts or obligations of any Partner or any other entity; or (8) Contractually obligate the Partnership to make capital expenditures in excess of that provided for in the Business Plan of the Partnership. 7.5. Liability. Neither the General Manager nor any member of the Management Committee or the Executive Committee shall be personally liable for the return of any portion of the capital contribution of the Partners or for the failure of the Partnership to achieve the results projected in any Partnership Business Plan, except where there has been a breach of Section 7.3(10) above. 7.6. Partner Transactions. (a) The Partnership evidenced by this Agreement shall not come into existence or be effective unless prior to the Effective Date the Partnership shall enter into a Cement Supply Agreement with Ssangyong Cement Ind. Co., Ltd. and its affiliate to supply to the Partnership certain initial quantities of Cement which Cement Supply Agreement shall include provisions consistent with the Cement Supply Memorandum of Agreement executed contemporaneously herewith. During 1988 the Partnership agrees to purchase cement from Ssangyong Cement Ind. Co., Ltd. per the terms of said Cement Supply Agreement. Thereafter, the Partnership may purchase Cement as the Partnership may require from other suppliers, provided that Ssangyong Cement shall have the first right to supply Cement to the Partnership, as long as Cement supplied by Ssangyong Cement is cost competitive.

Decision and Order 115 F.T.C.

(b) Riverside Cement shall have the right, but not the obligation, to furnish to the Partnership all supplies of domestic U.S. Cement as the Partnership may require, as long as Cement supplied by Riverside Cement is cost competitive. (c) In the event the Partnership elects to acquire that property upon which Ssangyong (U.S.A.), Inc. has an option pursuant to that certain Acquisition Agreement dated June 13, 1988 as the Project Site, then Ssangyong shall cause Ssangyong (U.S.A.), Inc. to convey that property to the Partnership at the cost of Ssangyong (U.S.A.), Inc. therefor.

7.7. Other Activities. During the continuance of the Partnership, without written consent by other Partner, Ssangyong and Ssangyong Cement shall not own any interest in, or manage, control participate in, render services for or in any other manner engage in any other activity with respect to the manufacture, importation, sale, gift, or delivery of Cement to any storage facility or terminal, or for use by anyone located in, Northern California, except for the activities of and with the Partnership with respect to the project provided for herein. During the continuance of the partnership, without written consent by other Partner, Riverside and Riverside Cement shall not own any interest in, or manage, control, participate in, render services for or in any other manner engage in any other activity with respect to the manufacture, importation, sale, gift, or delivery of Cement to any storage facility or terminal, or for use by anyone located in, Northern California, except for the activities of and with the Partnership with respect to the Project provided for herein.

SECTION VIII Net Income and Losses from Operations and from Capital Transactions All net income, net gains and net losses and any tax credits of the Partnership for each fiscal year (or part thereof) of the Partnership during the period commencing on the date of the formation of the Partnership ending on the dissolution and winding up of the Partnership shall be allocated between the Partners in accordance with their Percentage Interests. SECTION IX Distributions 9.1. Net Cash Flow. After providing for the satisfaction of the current debts and obligations of the Partnership (including Optional Loans pursuant to the provisions of Section X) and reasonable reserves required to sustain normal operations of the Partnership, the Management Committee shall, as expeditiously as possible (but in all events within thirty (30) days after the end of each calendar quarter of the Partnership), make distribution of cash to the Partners out of the net HANSON PLC, ET AL. 373 342 Decision and Order cash flow of the Partnership, to the extent available, in the following manner and order of priority.

(a) Net Cash Flow shall be distributed to and among the Partners in amounts and proportions necessary to cause the capital accounts of the Partners to stand in the same ratio as their Percentage Interests in the Partnership. (b) Any remaining balance shall then be distributed to the Partners in accordance with their Percentage Interests. 9.2. Waiver of Right to Partition. No Partner shall be entitled to demand and receive property other than cash in return for its capital contributions to the Partnership, and, to the maximum extent permissible under applicable law, each Partner hereby waives all rights to partition any Project. 9.3. No Priority. No Partner shall have any priority over any other Partner as to the return of its contributions to the capital of the Partnership or as to compensation by way of income.

SECTION X Optional Loans to the Partnership If any Partner shall make any loan or loans to the Partnership or advance money on behalf of the Partnership, other than expressly provided herein ("Optional Loans"), the amount of any such loan or advance shall not be deemed an increase in or contribution to the capital account of the lending Partner or entitle such lending Partner to any greater proportion of the gain or losses which the Partnership may sustain. The amount of any such loan or advance shall bear interest at the rate per annum equal to the Prime Rate, and shall be deemed an obligation of indebtedness from the Partnership to such lending Partner payable in accordance with its terms.

SECTION XI Transfers of Interests of Partners 11.1. Transfer Restricted. Neither Partner shall Transfer any part or all of its Partnership interest without the prior written consent of all the Partners, and, in each case, then only if the Transfer would not result in the termination of the Partnership pursuant to Section 708 of the Code. No Partner shall withdraw from the Partnership without the prior written consent of all the Partners. 11.2. Section 754 Election. In the event of the Transfer of all or part of the Interest of a Partner in the Partnership, at the request of the transferee, the Management Committee shal] cause the Partnership to elect, pursuant to Section 754 of the Code, or the corresponding provision of subsequent law, to adjust the basis of the Partnership property as provided by Sections 734 and 743 of the Code. Decision and Order 115 F.T.C.

SECTION XII Default and Dissolution 12.1. Events of Default. The occurrence of any of the following events shall constitute an event of default ("Event of Default") hereunder on the part of the Partner with respect to which such event occurs ("Defaulter", or, in the event of a Transfer pursuant to Section XI, thereafter on the part of either the original Partner or any affiliate transferee collectively the Defaulter) if within thirty (30) days following notice of such default from the other Partner (ten (10) days if the default is due solely to the nonpayment of monies), the Defaulter fails to pay such monies, or in the case of non-monetary defaults, fails to commence substantial efforts to cure such default or thereafter fails within a reasonable time (but not to exceed thirty (30) days) to prosecute to completion with diligence and continuity the curing of such default; provided, however, that the occurrence of any of the events described in subsections (d)-(k) below shall constitute an Event of Default immediately upon such occurrence without any requirement of notice or passage of time except as specifically set forth in any such subsection: (a) The failure by a Partner to make any additional capital contribution when required by the Partnership;

(b) The violation by a Partner (or with respect to a Partner) of any of the restrictions set forth in Section XI of this Agreement; (c) The failure of a Partner's transferee to assume in writing and agree to be bound by all of the transferring Partner's obligations; (d) Institution by a Partner of proceedings of any nature under any laws of the United States or of any state, whether now existing or subsequently enacted or amended, for the relief of debtors wherein such Partner is seeking relief as debtor; (e) A general assignment by a Partner for the benefit of creditors; (f) The institution by a Partner of a proceeding under any section or chapter of the federal Bankruptcy Code as now existing or hereafter amended or becoming effective;

(g) The institution against a Partner of a proceeding under any section or chapter of the federal Bankruptcy Code as now existing or hereafter amended or becoming effective, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or if stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceeding;

(h) A proposed plan of arrangement or other action by a Partner's creditors taken as a result of a general meeting of the creditors of such Partner; (i) The appointment of a receiver, trustee or like officer, to take possession of assets of a Partner if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by said Partner of its HANSON PLC, ET AL. 375 342 Decision and Order obligations under this Agreement; which receivership remains undischarged for a period of thirty (30) days from the date of its imposition; (j) Admission by a Partner in writing of his or its inability to pay his or its debts as they mature;

(k) Attachment, execution or other judicial seizure of all or any substantial part of a Partner's assets;

(1) The breach by any Partner of any material warranty, representation or covenant of such partner contained in this Agreement; (m) The use by any Partner of Partnership funds for purposes other than as provided for in this Agreement;

(n) Default by any Partner in the performance of or failure to comply with any other agreement, responsibility, obligation or undertaking of a Partner herein contained.

12.2. Causes of Dissolution. The Partnership shall be dissolved and its business wound up upon the earliest to occur of: (a) The written direction of all the Partners determining that the Partnership should be dissolved;

(b) The Partnership becoming insolvent or bankrupt; (c) The occurrence of an Event of Default and the non-defaulting Partner electing to dissolve the Partnership;

(d) The sale or other disposition of all or substantially all of the Partnership's assets;

(e) Upon the election of either Partner, in the event the Partnership shall sustain cumulative net losses from operations aggregating more than US $3,000,000.00 as of any time.

12.3. Replacement of the Managers of the Partnership. Upon the occurrence of an Event of Default on the part of a Partner, the authority of the Defaulter to call for the removal of any manager shall immediately be suspended and the other Partner(s) shall have the right to appoint managers of the Partnership and such managers shall take possession and control of the Project and all books, records, bank accounts and other documents related to the Project and shall perform all management responsibilities of the managers under this Agreement. 12.4, Dissolution and Winding Up. Upon dissolution of the Partnership: (a) An accounting shall be made of the Partnership, the capital account of each Partner and the assets, liabilities and operations of the Partnership from the date of the last accounting required by the terms hereof to the date of such dissolution;

(b) The Executive Committee (or the member of the Executive Committee of the non-Defaulter Partner if the dissolution shall occur pursuant to Section 12.2(c)) shall act as Liquidating Trustee(s) and shall liquidate the business of the Partnership in an orderly manner, in which case, all or part of the assets, as determined by the Management Committee shall be sold and the proceeds thereof distributed and/or Decision and Order 115 F.T.C.

the remaining assets distributed in kind to the Partners in their respective shares as provided herein;

(c) During the period of liquidation, all Partners shall continue all economic benefits and burdens of the Partnership attributable to their interest in the Partnership in the same manner and the proportion as before the liquidation; (d) The Liquidating Trustee, and all agents, officers, directors, partners, (if any) of the Liquidating Trustee, shall be indemnified and held harmless by the Partnership from and against any and all claims, demands, liabilities, costs, damages, and causes of action of any nature whatsoever, arising out of or incidental to the taking of any action authorized under, or within the scope of this Section XII, or to any officer or director thereof while the Liquidating Trustee were so acting; provided, however, that neither the Liquidating Trustee nor any officer or director thereof shall be entitled to indemnification hereunder where the claim at issue arose out of the following:

(i) A matter entirely unrelated to the duties of the Liquidating Trustee under the provisions of this Section 12.4;

(ii) The proven gross negligence or willful misconduct of the Liquidating Trustee, or any officer or director thereof; (iii) The proven breach by the Liquidating Trustee of its obligations under this Section 12.4.

The indemnification rights herein contained shall be cumulative of, and in addition to, any and all other rights, remedies and recourses to which the Liquidating Trustee, or any officer or director thereof, shall be entitled, at law or in equity. SECTION XII Accounting 13.1. Fiscal Year. The fiscal year of the Partnership shall be the period commencing on July | and ending on June 30. 13.2. Books and Record. The Management Committee shall keep, or cause to be kept, full and accurate records of all transactions of the Partnership in accordance with generally accepted accounting practices applicable in the United States. All of such books of account shall, at all times, be maintained in the principal office of the Partnership and shall be open during reasonable business hours for the reasonable inspection and examination by the Partners and their authorized representatives, who shall have the right to make copies thereof. 13.3. Tax Information. The Management Committee at the expense of the Partnership, shall cause to be delivered to the Partners such information as shall be necessary (including a statement for that year of each Partner's share of net income, net gains, net losses and other items of the Partnership) for the preparation by the Partners of their federal, state and local income and other tax returns. HANSON PLC, ET AL. 377 342 Decision and Order SECTION XIV Bank Accounts The Management Committee shall open and maintain (in the name of the Partnership) a separate bank account or accounts in a bank or savings and loan association, the deposits of which within certain statutory limits are insured by an agency of the United States government, in which shall be deposited all funds of the Partnership. Withdrawals from such account or accounts shall be made upon the signature or signatures of such person or persons as the Partners shall designate. SECTION XV Options 15.1. Buy-Sell Option. (a) Each of the Partners shall have, and is hereby granted, a right to be exercised by notice (hereinafter referred to as the Buy-Sell4 1 5 1 3 0 539 1416 1335 46 -1 5 1 5 1 3 1 539 1416 135 37 94.209625 Notice) to the other Partners not joining in such Buy-Sell Notice to institute a buysell procedure, pursuant to which the Partners giving or joining in the Buy-Sell Notice (hereinafter referred to as the Tendering5 1 5 1 5 8 1318 1513 130 39 92.221115 Group) shall offer to purchase the entire interest in the Partnership of the Partners receiving the Buy-Sell Notice (hereinafter referred to collectively as the Recipients 1 5 1 7 8 1393 1605 131 39 96.635406 Group) for the price set forth in the Buy-Sell Notice. No Partner may institute the buy-sell procedure set forth herein unless each other Partner that is an affiliate of such Partner joins in such procedure as a member of the Tendering Group. (b) No later than thirty (30) days immediately succeeding the day on which the last Partner in the Recipient Group to receive notice receives the Buy-Sell Notice, the Tendering Group shall arrange one or more meetings attended by a representative of the Recipient Group and the Tendering Group duly authorized to make biding decisions on behalf of the respective parties for the purpose of resolving any disputes, points of contention or misunderstanding that may have led to the institution of the buy-sell procedure and, if possible, of reaching agreement concerning the maintenance or disposition of their respective Percentage Interests without further resort to the procedures set forth in this Section 15.1; provided, however, that no party hereto shall be required, pursuant to this procedure to receive any such matters or reach any such agreement. (c) Unless the Tendering Group has withdrawn its Buy-Sell Notice by written notice to the Recipient Group, no later than sixty (60) days immediately succeeding the day on which the last Partner in the Recipient Group to receive notice receives the Buy-Sell Notice, the Recipient Group must notify the Tendering Group of its election either (i) to sell the Tendering Group the entire interest of the Recipient Group in the Partnership for price set forth in the Buy-Sell Notice, or (ii) to purchase the entire interest of the Tendering Group in the Partnership for a price equal to the product obtained by multiplying the price set forth in the Buy-Sell Notice by the fraction having, as its numerator, the then existing aggregate Percentage Interests of all members of the Tendering Group and, as its denominator, the then existing aggregate Percentage Interest of all members of the Recipient Group.

Decision and Order 115 F.T.C.

(d) In contemplation thereof, within twenty-five (25) days after its receipt of the Buy-Sell Notice, each member of the Recipient Group shall notify the other members of such Recipient Group of its election either to sell its interest in the Partnership to the Tendering Group or to purchase the Tendering Group's interest in the Partnership; provided, however, that the failure of a member of the Recipient Group to notify the other members within the aforesaid twenty-five (25) day period of its election to buy or sell shali, as among the members of the Recipient Group, conclusively be deemed for all purposes to be an election by such member to sell its interest in the Partnership. Within ten (10) days after such twenty-five (25) day period each member may change his or its election by notice to the other members of the Recipient Group. If one or more members of the Recipient Group elects to purchase and one or more members of such Recipient Group elects to sell, then the member(s) electing to purchase shall purchase not only the Tendering Group's interest in the Partnership but also the interest in the Partnership of each member of the Recipient Group that has elected (or been deemed to have elected) to sell its interest in the Partnership. The purchase price to be paid for such interest shall be equal to the product obtained by multiplying the price set forth in the Buy-Sell Notice by the fraction having, as its numerator, the then existing Percentage Interests of the selling member in question and, as its denominator, the then existing aggregate Percentage Interests of all members of the Recipient Group. (e) The failure of the Recipient Group to notify the Tendering Group within the aforesaid sixty (60) day period of its election either to buy or to sell in accordance with subparagraph (c) above shall conclusively be deemed for all purposes to be an election by the Recipient Group to have agreed to sell to the Tendering Group its entire interest in the Partnership at the price set forth in the Buy-Sell Notice; such deemed election shall be treated as having occurred on the last day of such sixty (60) day period. Notwithstanding the foregoing, the right to institute the Buy-Sell procedure set forth in this Section 15.1 may not be exercised by a Partner following the initiation and during the pendency of a dissolution pursuant to Section 12.2(c).

(f) The closing of the purchase and sale of a Partnership interest pursuant to this Section 15.1 (the Closing) shall occur on the date sixty (60) days after the determination of the purchasing Partner(s) hereunder of the Partnership interest or on such earlier date as the purchasing Partner(s) shall specify by written notice to the selling Partner. The purchase price specified in the Buy-Sell Notice, as adjusted pursuant to the provisions of Section 15.4, shall be payable by certified or bank check or wire transfer in same-day funds at the Closing. (g) In the event of a Closing pursuant to this Section 15.1, the purchasing Partner(s) agrees to indemnify and hold harmless the selling Partner(s) from any loss, liability, cost or expense (including reasonable attorneys’ fees) arising out of or pursuant to any and all of the selling Partner(s) guarantees under Section 6.2(b) of this Agreement; however, any selling Partner(s) with respect to whom an Event of Default shall have occurred shall remain liable to the Partnership and to the purchasing Partner(s) thereof.

15.2. Specific Performance. It is expressly agreed that the remedy at law for breach of any of the obligations set forth in this Article XIV is inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would HANSON PLC, ET AL. 379 342 Decision and Order be sustained by reason of the failure of a Partner to comply fully with each of said obligations, and (ii) the uniqueness of the Partnership business and the Partnership relationship. Accordingly, each of the aforesaid obligations shall be, and is hereby expressly made, enforceable by specific performance. 15.3. Governmental Compliance. In the event that U.S. governmental filings must be made, approvals obtained and/or waiting periods observed, the date of Transfer shall, notwithstanding any provision of this Agreement to the contrary, unless otherwise agreed, be the fifth business day following the latest to occur of the making of such filings, the receipt of such approvals and the expiry of such waiting periods. The Partners shall use their best efforts to make any such filings, obtain any such approvals and/or cause any such waiting periods to run, as quickly as possible.

15.4. Adjustments to Purchase Price. The price to be paid for the selling Partner's interest shall be reduced by the aggregate amount of all distributions made to the selling Partner during the period between the date as of which the price for such interest was established and the date of the closing of the purchase and sale of such interest. The Partner transferring its interest shall transfer such interest free and clear of any liens, encumbrances or any interests of any third party and shall execute or cause to be executed any and all documents required to fully transfer such interest to the acquiring Partner, including, but not limited to, any documents required to release any interest of any other party who may claim an interest in such Partner's Partnership interest. Any monetary default by the selling Partner must be cured out of the proceeds from such sale at the closing. Following the date of closing, the selling Partner shall have no further rights to any distributions of net cash flow or other Partnership income or distributions attributable to any period and all such rights shall vest in the selling Partner's transferee. SECTION XVI Notices Whenever any notices is required or permitted to be given under any provisions of this Agreement, such notice shall be in writing, signed by or on behalf of the person giving the notice, and shall be deemed to have been given on the earlier to occur of (i) actual delivery or (ii) three (3) business days after mailing by certified mail, postage prepaid, return receipt requested, addressed to the person or persons to whom notice is to be given as follows (or at such other address as shall be stated in a notice similarly given):

(a) If to Ssangyong such notices shall be given at the following address: Ssangyong Cement (Pacific), Inc., 12101 Western Ave., Garden Grove, California 92641.

(b) If to Riverside, such notice shall be given at the following address: Riverside Cement (Pacific), Inc., P.O. Box 190999, Dallas, Texas 75218-0888. Attention: Corporate Secretary; and Riverside Cement (Pacific), Inc., 660 North Diamond Bar Boulevard, Suite 100, Diamond Bar, California 91765. Attention:. Decision and Order 115 F.T.C.

SECTION XVII Binding Effect Except as herein otherwise provided to the contrary, this Agreement shall be binding upon the inure to the benefit of the parties hereto, their personal representatives, successors and assigns.

SECTION XVIII Amendments No amendment, modification or waiver of this Agreement, or any part hereof, shall be valid or effective unless in writing and signed by the Partners. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other condition or subsequent breach, whether of like or different nature. SECTION XIX Applicable Laws This Agreement shall be governed by and construed in accordance with the laws of the State of California.

SECTION XX Prior Agreements Superseded This Agreement supersedes in its entirety all prior agreements, whether written or oral, between the parties hereto.

SECTION XXI Time of the Essence Time is of the essence in the performance of all of the obligations of the Partners provided for in this Agreement.

IN WITNESS WHEREOF, the parties hereto have subscribed to this Agreement on the 4th day of November, 1988. SSANGYONG CEMENT (PACIFIC), INC.

RIVERSIDE CEMENT (PACIFIC), INC.

NEWTRON PRODUCTS COMPANY, INC., ET AL. 381 381 Complaint