DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiaries redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Moreover, consistent with Division policy, the Division agrees that it will not disclose to redacted text information obtained from redacted text redacted text AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and 1 ATR/FOIA-451 (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division at redacted text expense; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 2 ATR/FOIA-452 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current and former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; 3 ATR/FOIA-453 (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. 4 ATR/FOIA-454 Redacted text The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text redacted text ATR/FOIA-455 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text redacted text affiliates) desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. redacted text recognizes that the Antitrust Division has had only a limited opportunity to investigate, and is currently unable to verify the representations made by redacted text in this letter, including paragraph 1(b) above, and must investigate further to determine the accuracy of those representations. redacted text ATR/FOIA-456 redacted text recognizes that if the Antitrust Division determines, in the course of its investigation, that any of redacted text representations, including paragraph 1(b) above, are contradicted by the evidence, the Antitrust Division will revoke this grant of conditional amnesty to redacted text (See paragraph 3 below.) 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best effort to ensure that current and former directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 -2- ATR/FOIA-457 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection for Corporate Directors, Officers and Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and -3- ATR/FOIA-458 (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written relating to the subject matter herein. 6. Authority and Capacity; The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text redacted text -4- ATR/FOIA-459 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. redacted text recognizes that the Antitrust Division has had only a limited opportunity to investigate, and is currently unable to verify, the representations made by redacted text in this letter, including paragraph 1(b) above, and must investigate further to determine the accuracy of those representations.redacted text ATR/FOIA-460 redacted text recognizes that if the Antitrust Division determines, in the course of its investigation, that any of redacted text representations, including paragraph 1(b) above, are contradicted by the evidence, the Antitrust Division will revoke this grant of conditional amnesty to redacted text (See paragraph 3 below.) 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best effort to ensure that current and former directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any ATR/FOIA-461 criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text redacted text in any such prosecution. 4. Non-Prosecution Protection for Corporate Directors, Officers and Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, ATR/FOIA-462 and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written relating to the subject matter herein. 6. Authority and Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. redacted text Sincerely yours, redacted text ATR/FOIA-463 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text in connection with possible redacted text redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the activity upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not a leader in, or originator of, the activity. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the reported activity; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control requested by the Antitrust Division, to the extent not already produced; ATR/FOIA-464 redacted text Page 2 (c) using its best efforts to secure the complete, candid and truthful cooperation of its current and former directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to possible redacted text redacted text or other conduct violative of 15 U.S.C. § 1 in the redacted text (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of any redacted text redacted text or other conduct violative of 15 U.S.C. § 1 in the redacted text redacted text in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate ATR/FOIA-465 redacted text Page 3 Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each ATR/FOIA-466 redacted text Page 4 party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. redacted text Sincerely yours, redacted text ATR/FOIA-467 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Re: redacted text Dear redacted text This letter confirms that redacted text redacted text met all of the conditions of the Antitrust Division's Corporate Leniency Policy and the Conditional Leniency Agreement between redacted text and the Antitrust Division signed redacted text regarding the redacted text redacted text Therefore, redacted text leniency application is hereby granted. Sincerely, redacted text cc: redacted text ATR/FOIA-468 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Re: redacted text Dear redacted text This letter confirms that redacted text subsidiaries redacted text have met all of the conditions of the Antitrust Division's Corporate Leniency Policy and the Conditional Leniency Agreement between redacted text and the Antitrust Division, dated redacted text regarding the redacted text redacted text Therefore, redacted text leniency application is hereby granted. Sincerely, redacted text ATR/FOIA-469 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text 1 in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following; (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; 1 As used here, redacted text subsidiary redacted text ATR/FOIA-470 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or -2- ATR/FOIA-471 other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported- Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. -3- ATR/FOIA-472 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-473 redacted text DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and your clients, redacted text subsidiaries redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C § 1, in the redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: ATR/FOIA-474 redacted text redacted text (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers and employees of redacted text including redacted text redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division at redacted text expense; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a -2- ATR/FOIA-475 redacted text redacted text result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current and former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such, prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; -3- ATR/FOIA-476 redacted text redacted text (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current and former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. redacted text The United States and redacted text have redacted text a redacted text concerning antitrust violations with respect to the redacted text of redacted text This corporate leniency agreement is subject to redacted text fulfillment of its obligations under the redacted text redacted text including, but not limited to, the redacted text redacted text the redacted text 6. Entire Agreement: This letter and the redacted text redacted text constitute the entire agreement between the Antitrust Division and redacted text and supersede all prior understandings, if any, whether oral or written, relating to the subject matter herein. -4- ATR/FOIA-477 7. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours. redacted text -5- ATR/FOIA-478 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text relating to redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; 1 redacted text redacted text ATR/FOIA-479 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure mat current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the -2- ATR/FOIA-480 conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it -3- ATR/FOIA-481 pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text redacted text -4- ATR/FOIA-482 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; redacted text ATR/FOIA-483 (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. -2- ATR/FOIA-484 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. -3- ATR/FOIA-485 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-486 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiary redacted text redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, or other federal offenses in connection with possible anticompetitive activity being reported by redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act or other federal offenses in connection with possible anticompetitive activity being reported by redacted text redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: ATR/FOIA-487 (a) took prompt and effective action to terminate its part in the activity upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the reported activity; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the complete, candid and truthful cooperation of its current and former directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to possible redacted text redacted text or other conduct violative of 15 U.S.C. § 1 or other federal offenses in connection with possible anticompetitive activity being reported by redacted text redacted text (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity, and 2 ATR/FOIA-488 (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of redacted text or other conduct violative of 15 U.S.C. § 1 or other federal offenses in connection with possible anticompetitive activity being reported by redacted text redacted text in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation, Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text 3 ATR/FOIA-489 redacted text Such full and truthful cooperation shall include, but not be limited to: (a) making his relevant personal documents and records available in the United States to attorneys and agents of the United States; (b) making himself available in the United States to attorneys and agents of the United States for interviews; (c) responding fully and truthfully to all inquiries of the United States in connection with redacted text without falsely implicating any person or intentionally withholding any information; (d) otherwise giving the United States access to knowledge or information he may have relevant to redacted text redacted text and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with redacted text redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 4 ATR/FOIA-490 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, redacted text 5 ATR/FOIA-491 DOJ Seal U. S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text (" the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; ATR/FOIA-492 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former officer or -2- ATR/FOIA-493 employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. -3- ATR/FOIA-494 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-495 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text has reported to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text redacted text ("the anticompetitive activity being reported"). In redacted text the redacted text of redacted text redacted text to the redacted text of the redacted text and redacted text redacted text the redacted text in redacted text of redacted text that the redacted text redacted text in redacted text its redacted text the redacted text the Antitrust Division, redacted text at the redacted text the redacted text the Antitrust Division, to redacted text the redacted text the redacted text the redacted text redacted text the redacted text and the redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: ATR/FOIA-496 (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has -2- ATR/FOIA-497 violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text (including employees redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations -3- ATR/FOIA-498 hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement maybe used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-499