UNITED STATES OF AMERICA
BEFORE FEDERAL TRADE COMMISSION

In the Matter of

GERALD W. SCHWARTZ, a person; ONEX CORPORATION, a corporation; SC INTERNATIONAL SERVICES, INC., a corporation; and SKY CHEFS, INC., a corporation.

Docket No.

AGREEMENT CONTAINING CONSENT ORDER

The Federal Trade Commission (“Commission”), having initiated an investigation of the proposed acquisition by Sky Chefs, Inc., a wholly-owned subsidiary of SC International Services, Inc., which is an indirect subsidiary of Onex Corporation (a corporation within the person of Gerald W. Schwartz), of the voting securities of Ogden Aviation Food Services, Inc., a wholly owned subsidiary of Ogden Entertainment, Inc., (a wholly owned indirect subsidiary of Ogden Corporation), and Ogden Aviation Food Services (ALC), Inc., which in turn is wholly owned by Ogden Aviation Food Services, Inc., and it now appearing that Sky Chefs, SC International Services, Onex and Mr. Schwartz, hereinafter referred to as the “proposed respondents,” are willing to enter into an agreement containing an order to cease and desist from making certain acquisitions and providing for other relief:

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

1. Proposed respondent Sky Chefs, Inc., is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 524 East Lamar, Arlington, TX 76011.

2. Proposed respondent SC International Services, Inc., is a corporation organized, existing, and doing business under and by virtue of the laws of the State of Delaware, with its office and principal place of business located at 524 East Lamar, Arlington, TX 76011.

3. Proposed respondent Onex Corporation is a corporation organized, existing, and doing business under and by virtue of the laws of Ontario, Canada, with its office and principal place of business located at 161 Bay Street, P.O. Box 700, Toronto, Ontario M5J 2S1.

4. Proposed respondent Gerald W. Schwartz, is a natural person with a principal place of business located at Onex Corporation, 161 Bay Street, Toronto, Ontario, Canada M5J 2S1.

5. Proposed respondents admit all the jurisdictional facts set forth in the draft of complaint here attached.

6. Proposed respondents waive:

a. any further procedural steps;

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

c. all rights to seek judicial review or otherwise to challenge or contest the validity of the order entered pursuant to this Agreement; and

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

7. This agreement shall not become part of the public record of the proceeding unless and until it is accepted by the Commission. If this agreement is accepted by the Commission it, together with the draft of complaint contemplated thereby, will be placed on the public record for a period of sixty (60) days and information in respect thereto publicly released. The Commission thereafter may either withdraw its acceptance of this agreement and so notify the proposed respondents, in which event it will take such action as it may consider appropriate, or issue and serve its complaint (in such form as the circumstances may require) and decision, in disposition of the proceeding.

8. This agreement is for settlement purposes only and does not constitute an admission by the proposed respondents that the law has been violated as alleged in the draft of complaint here attached, or that the facts as alleged in the draft complaint, other than jurisdictional facts, are true.

9. This agreement contemplates that, if it is accepted by the Commission, and if such acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of § 2.34 of the Commission's Rules, the Commission may, without further notice to the proposed respondents, (1) issue its complaint corresponding in form and substance with the draft of complaint here attached and its decision containing the following order in disposition of the proceeding and (2) make information public with respect thereto. When so entered, the order shall have the same force and effect and may be altered, modified or set aside in the same manner and within the same time provided by statute for other orders. The order shall become final upon service. Delivery by the U.S. Postal Service of the complaint and decision containing the agreed- to order to the proposed respondents at the address as stated in this agreement shall constitute service. Proposed respondents waive any right they may have to any other manner of service. The complaint may be used in construing the terms of the order, and no agreement, understanding, representation, or interpretation not contained in the order or the agreement may be used to vary or contradict the terms of the order.

10. Proposed respondents have read the proposed complaint and order contemplated hereby. They understand that once the order has been issued, they will be required to file one or more compliance reports showing that they have fully complied with the order. Proposed respondents agree to comply with Paragraphs II and III of the proposed order from the date they sign this agreement. Proposed respondents further understand that they may be liable for civil penalties in the amount provided by law for each violation of the order after it becomes final.

Order

I.

IT IS ORDERED that, as used in this order, the following definitions shall apply:

A. “Respondents” means Sky Chefs, Inc. (“Sky Chefs”), SC International Services, Inc. (“SCIS”), Onex Corporation (“Onex”), and Gerald W. Schwartz (“Mr. Schwartz”), their directors, officers, employees, agents and representatives, predecessors, successors, and assigns; their subsidiaries, divisions, groups and affiliates controlled by Sky Chefs, SCIS, Onex, or Mr. Schwartz, and the respective directors, officers, employees, agents and representatives, successors and assigns of each.

B. “Ogden” means Ogden Corporation, a corporation organized, existing and doing business under and by virtue of the laws of Delaware, with a principal place of business located at Two Pennsylvania Plaza, New York, New York 10121.

C. “Proposed Acquisition” means the proposed acquisition by Sky Chefs of all of the voting securities of Ogden Aviation Food Services, Inc. and Ogden Aviation Food Services (ALC), Inc., pursuant to a Letter of Intent, dated March 6, 1998.

D. “Commission” means the Federal Trade Commission.

E. “Retained Airline Catering Kitchen” means the airline catering kitchen owned by Ogden in the vicinity of the McCarran International Airport in Las Vegas, Nevada, which the respondents, pursuant to the “Stock Purchase Agreement Among SC International Services, Inc., Ogden Corporation and Ogden Entertainment, Inc.,” dated May 1,1998, and the “Amendment to Stock Purchase Agreement,” dated May 7, 1998, no longer propose to acquire.

F. “Single Competing Airline Catering Business” means an airline catering business, owned by a person other than the respondents, located on or near an airport in the United States at which respondents own or operate the only other airline catering business, excluding any airline catering businesses that collectively account for no more than 1 % of the annual catering revenue realized at that airport.

II.

IT IS FURTHER ORDERED that for a period of ten (10) years from the date this order becomes final, respondents shall not, without the prior approval of the Commission, directly or indirectly, through subsidiaries, partnerships, or otherwise:

A. Acquire more than 1% of the stock, share capital, equity or other interest in any concern, corporate or non-corporate, that owns, controls or otherwise has an interest in the Retained Airline Catering Kitchen; or

B. Acquire the Retained Airline Catering Kitchen or any assets thereof .

III.

IT IS FURTHER ORDERED that, for a period of ten (10) years from the date this order becomes final, respondents shall not, without providing advance written notice to the Commission, directly or indirectly, through subsidiaries, partnerships, or otherwise:

A. Acquire more than 1% (or, for investment purposes, 5%) of the stock, share capital, equity or other interest in any concern, corporate or non-corporate, that owns, controls or otherwise has an interest in any Single Competing Airline Catering Business in the United States; or

B. Acquire any Single Competing Airline Catering Business in the United States.

Said prior notification shall be given on the Notification and Report Form set forth in the Appendix to Part 803 of Title 16 of the Code of federal Regulations as amended (hereinafter referred to as “the Notification”), and shall be prepared and transmitted in accordance with the requirements of that part, except that no filing fee will be required for any such notification, notification shall be filed with the Secretary of the Commission, notification need not be made to the United States Department of Justice, and notification is required only of respondents and not of any other party to the transaction. respondents shall provide the Notification to the Commission at least thirty (30) days prior to consummating any such transaction (hereinafter referred to as the “first waiting period”). If, within the first waiting period, representatives of the Commission make a written request for additional information or documentary material (within the meaning of 16 C.F.R. § 803.20), respondents shall not consummate the transaction until twenty (20) days after substantially complying with such request for additional information or documentary material. Early termination of the waiting periods in this paragraph may be requested and, where appropriate, granted by letter from the Bureau of Competition.

Provided, however, that prior notification shall not be required by Paragraph III of this order for a transaction for which notification is required to be made, and has been made, pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a.

IV

IT IS FURTHER ORDERED that one (1) year from the date this order becomes final, annually for the next nine (9) years on the anniversary of the date this order becomes final, and at other times as the Commission may require, respondents shall file a verified written report with the Commission setting forth in detail the manner and form in which they have complied and are complying with Paragraphs II and III of this order.

V.

IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this order, upon written request and reasonable notice, respondents shall permit any duly authorized representative of the Commission:

A. Access, during normal office hours and in the presence of counsel, to inspect any facilities and to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other records and documents in the possession or under the control of respondents relating to any matters contained in this order; and

B. Upon five (5) days’ notice to the respondents, and without restraint or interference, to interview officers, directors, employees, agents or independent contractors of the respondents, who may have counsel present.

VI.

IT IS FURTHER ORDERED that respondents shall notify the Commission at least thirty (30) days prior to any proposed change in the respondents such as dissolution, assignment, sale resulting in the emergence of a successor corporation, or the creation or dissolution of subsidiaries or any other change in the respondents that may affect compliance obligations arising out of this order.

VII.

IT IS FURTHER ORDERED that this order shall terminate ten (10) years from the date this order becomes final.

SIGNED this day of ________, 1998.