[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] ("Applicant"), in connection with [Redacted Text] conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [Redacted Text]  This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency.  It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work product privilege.  Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [footnote 1]  
  
AGREEMENT  
  
1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text]  
conduct constituting a criminal violation of Section 1 of the Sherman Act involving [Redacted Text]       ("the anticompetitive activity being   
  
[footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and  
how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at  
[Redacted Text]        
  
Page -1-  
  
  
ATR/FOIA-724  
  
  
  
reported''). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a)  took prompt and effective action to terminate its participation in the  
       anticompetitive activity being reported upon discovery of the activity; and  
  
(b)  did not coerce any other party to participate in the anticompetitive activity  
      being reported and was not the leader in, or the originator of, the activity.  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency including  
the accuracy of the representations made in this paragraph and that it fully understands the  
consequences that might result from a revocation of leniency as explained in paragraph 3 of this  
Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the  
board of directors or counsel representing Applicant.  
  
2.  Cooperation:  Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
  
(a)  providing a full exposition of all facts known to Applicant relating to the  
anticompetitive activity being reported;  
  
(b)  providing promptly, and without requirement-of subpoena, all documents,  
 information, or other materials in its possession, custody, or control,  
 wherever located, not privileged under the attorney-client privilege or  
 work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, 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 Applicant,  
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 Division;  
  
(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;  
  
ATR/FOIA-725  
  
-2-  
  
(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 Applicant was a  
participant. However, Applicant is not required to pay restitution to  
Victims whose antitrust injuries are independent of any effects on United  
States domestic commerce proximately caused by the anticompetitive  
activity being reported.  
  
3.  Corporate Leniency:  Subject to verification of Applicant's 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 Applicant into Part A of  
the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy.  
Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution  
against Applicant 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 Applicant, the Division  
will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is  
not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this  
Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional  
acceptance of Applicant into the Corporate Leniency Program.  Before the Antitrust Division  
makes a final determination to revoke Applicant's conditional leniency, the Division will notify  
counsel for Applicant in writing of the recommendation of Division: staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide  
counsel an opportunity to meet with the Division regarding the potential revocation.  Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant,  
without limitation.  Should such a prosecution be initiated, the Antitrust Division may use  
against Applicant in any such prosecution any documents, statements, or other information  
provided to the Division at any time pursuant to this Agreement by Applicant or by any of its.  
current or former directors, officers, or employees. Applicant understands that the Antitrust  
Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and  
Applicant agrees that it may not, and will not, seek judicial review of any Division decision to  
revoke its conditional leniency unless and until it has been charged by indictment or information  
for engaging in the anticompetitive activity being reported.  
  
4.   Non-Prosecution Protection For Corporate Directors, Officers, And Employees:  
Subject to verification of Applicant's representations in paragraph 1 above, and subject to  
Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the  
  
-3-  
ATR/FOIA-726  
  
Antitrust Division agrees that current and former directors, officers, and employees of Applicant  
who admit to the Division their knowledge of, or participation in, and fully and truthfully  
cooperate with the 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 Applicant 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:  
  
producing in the United States all documents and records, including  
personal documents and records, and other materials, wherever located,  
not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
  
(b)  making himself or herself available for interviews in the United States  
upon the request of attorneys or agents of the United States in connection  
with the anticompetitive activity being reported;  
  
(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, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, 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 et seq.), 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 Applicant, the 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 Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency,  
immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to  
such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust  
Division also reserves the right to revoke the conditional non-prosecution protection of this  
Agreement with respect to any current or former director, officer, or employee of Applicant who  
  
-4-  
ATR/FOIA-727  
  
  
  
the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this  
Agreement, who continued to participate in the anticompetitive activity being reported after  
Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an  
investigation of the anticompetitive activity being reported at any time, whether the obstruction  
occurred, before or after the date of this Agreement.  Absent exigent circumstances; before the  
Antitrust Division makes a final determination to revoke an individual's conditional non­  
prosecution protection, the Division will notify counsel for such individual and Applicant's  
counsel in writing of the recommendation of Division staff to revoke the conditional non­  
prosecution protection granted to the individual under this Agreement and will provide counsel  
an opportunity to meet with the Division regarding the potential revocation.  Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without  
limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement  
by Applicant or by any of its current or former directors, officers, or employees, including such  
individual.  Judicial review of any Antitrust Division decision to revoke any conditional   
non-prosecution protection granted to an individual under this. Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the  
anticompetitive activity being reported.  
  
5.  Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
  
6.   Authority And Capacity: The Antitrust Division and Applicant 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]  
   
  
ATR/FOIA-728  
  
Page -5-  
  
  
  
[Redacted Text]       
   
  
-6-    
ATR/FOIA-729  
  
  
   
[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]  (“Applicant”), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act,  15 U.S,C. § l, in the [Redacted Text]     This agreement is conditional and depends  upon Applicant establishing that it is eligible for leniency as it represents in paragraph l of this Agreement, and (2) cooperating in the Antitrust Division's  investigation   as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation; the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitutes waiver of the attorney-client privilege or the work-product privilege.   Applicant represents that it is fully familiar with the Antitrust Division's Corporate leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [Foot-note 1]  
  
AGREEMENT  
  
Eligibility:  Applicant desires to report the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted Text] ("the anticompetitive activity being reported").  Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
 
 
  
(b)  did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity.  
  
[Foot-note 1]  For a further explanation of the Antitrust Division’s Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at    [Redacted Text]  
  
ATR/FOIA-730  
  
  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the  
consequences that might result from a revocation of leniency as explained in paragraph 3 of this  
Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
  
2.  Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to  
the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
  
(a)  providing a full exposition of all facts known to Applicant relating to the  
anticompetitive activity being reported;  
  
(b)  providing promptly, and without requirement of subpoena, all documents,  
information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, 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 Applicant, 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 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  
  
-2-  
  
ATR/FOIA-731  
  
  
  
(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 Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity  
being reported.  
  
3.  Corporate Leniency: Subject to verification of Applicant's representations in  
paragraph l above and subject to its full, continuing, and complete cooperation, as described in  
paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of  
the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant 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 Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
4.  Non-Prosecution Protection For Corporate Directors, Officers, And Employees:  
Subject to verification of Applicant's representations in paragraph l above, and subject to  
Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that current directors, officers, and employees of Applicant who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the  
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  
  
-3-  
  
ATR/FOIA-732  
  
  
employment at Applicant 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, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
  
(b)  making himself or herself available for interviews in the United States upon  
the request of attorneys and agents of the United States in connection with  
the anticompetitive activity being reported;  
  
(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, subject  
to the penalties of making false statements (18 U.S.C. § 1001) and  
obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, 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. § l 503 et seq.), 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 Applicant, the 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 Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any current director, officer, or employee of Applicant who the Division determines caused Applicant to be ineligible for leniency under paragraph l of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time; whether the obstruction occurred before or after the date of this Agreement.  
  
-4-  
ATR/FOIA-733  
  
  
  
Absent exigent circumstances before the Antitrust Division makes a final determination to revoke an individual conditional prosecution protection, the Division will notify counsel for such  
individual and Applicant's promise in writing of the recommendation of Division’s, to revoke  the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non- prosecution protection granted to an individual under this Agreement be revoked the Antitrust Division may thereafter prosecute such individual criminality, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its  current directors, officers or employees, including such individual.  Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
5.  Entire agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and. supersedes all prior understandings, if any, whether oral or written, relating to the subject material herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
  
6.  Authority And Capacity: The Antitrust Division and Applicant 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 signatures below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely,  
  
  
 [Redacted Text]  
  
Page -5-  
  
  
ATR/FOIA-734  
  
  
[Redacted Text]  
  
Page -6-  
ATR/FOIA-735  
  
  
  
  
[Redacted Text]                  
       
  
Dear [Redacted Text]   
  
This letter confirms that  [Redacted Text] has met all of the conditions of the Antitrust Division's Corporate Leniency Policy and the attached Conditional Leniency Agreement between  [Redacted Text] and the Antitrust Division dated [Redacted Text] regarding the  [Redacted Text] industry  
[Redacted Text] Therefore, [Redacted Text] leniency application is hereby granted.  
  
Sincerely, [Redacted Text],  
   
   
  
ATR/FOlA-736  
  
[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] or ("Applicant"), in connection with    [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1,   [Redacted Text]  involving  [Redacted Text] This Agreement is conditional and depends upon Applicant (l) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in for Division' s investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [foot-note 1]  
  
[Foot-note 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and  
how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at  [Redacted Text]  
  
  
ATR/FOIA-737  
-1-  
  
  
AGREEMENT  
  
1.  Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of section 1 of the Sherman Act involving   [Redacted Text] ("the anticompetitive activity being reported").  Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
 
 
  
(b) did not coerce any other party to participate in the anticompetitive activity  
being reported and was not the leader in, or the originator of, the activity.  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including  
the accuracy of the representations made in this paragraph and that it fully understands the  
consequences that might result from a revocation of leniency as explained in paragraph 3 of this  
Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the  
board of directors or counsel representing Applicant.  
  
2.  Cooperation: Applicant agrees to provide full, continuing, and complete cooperation  
to the Antitrust Division in connection with the anticompetitive activity being reported,  
including, but not limited to, the following:  
  
(a)  providing a full exposition of all facts known to Applicant relating to the  
anticompetitive activity being reported;  
  
(b)  providing: promptly, and without requirement of subpoena, all. documents,  
information, or other materials in its possession, custody, or control,  
wherever located, not privileged under the attorney-client privilege or  
work-product privilege, requested by the Antitrust Division in connection  
with the anticompetitive activity being reported, to the extent not already  
produced;  
  
(c)  using its best to secure the ongoing, full, and truthful cooperation  
of the current directors, officers, and employees of Applicant, [Redacted Text]  
  
- 2 -  
ATR/FOIA-738  
  
  
 [Redacted Text] (collectively "covered employees"), 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 covered 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 Division;  
  
(e)  using its best efforts to ensure that covered 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 covered 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 Applicant was a  
participant. However, Applicant is not required to pay restitution to  
victims whose antitrust injuries are independent of any effects on United  
States domestic commerce proximately caused by the anticompetitive  
activity being reported.  
  
The cooperation requirements in subparagraphs (c) through (f) of paragraph 2 do not apply to  
Applicant with respect to former directors, officers, or employees of Applicant who are not  
covered employees.  
  
3.  Corporate Leniency: Subject to verification of Applicant's 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 Applicant into Part A of  
the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy.  
Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution  
against Applicant for any act or offense it may have committed prior to [Redacted Text] in  
connection with the anticompetitive activity being reported. The commitments in this paragraph  
are binding only upon the Antitrust Division, although, upon request of Applicant, the Division  
will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
If at any time before Applicant is granted unconditional leniency the Antitrust Division  
determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is  
not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this  
  
- 3 -  
ATR/FOIA-739  
  
  
Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional  
acceptance of Applicant into the  leniency Program. Before the Antitrust Division  
makes a final determination to revoke Applicant’s conditional leniency, the Division will notify  
counsel for Applicant in writing of the recommendation of Division staff to revoke the  
conditional acceptance of Applicant into the Corporate Leniency Program and will provide  
counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency  
Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant  
in connection with the anticompetitive activity being reported, without limitation. Should such a  
prosecution be initiated, the Antitrust Division may use Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time  
pursuant to this Agreement by Applicant or by any covered employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial  
discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by  
indictment or information for engaging in the anticompetitive activity being reported.  
  
4.  Non-Prosecution Protection For Covered Employees: Subject to verification of  
Applicant's representations in paragraph l above, and subject to Applicant's full, continuing, and  
complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that  
covered employees who admit to the Division their knowledge of, or participation in, and fully  
and truthfully cooperate with the 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 Applicant prior to [Redacted Text] in  
connection with the anticompetitive activity being reported. The non-prosecution protections  
granted in this paragraph do not apply to former directors, officers, or employees of Applicant  
who are not covered employees.  
  
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, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
  
(b) making himself or herself available for interviews in the United States  
upon the request of attorneys and agents of the United States in connection  
with the anticompetitive activity being reported;  
  
( 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  
  
   
- 4 -  
ATR/FOIA-740  
  
  
  
information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, 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 et seq.), 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 Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply  
fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall  
be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional  
non-prosecution protection") granted to such individual under this Agreement may be revoked  
by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional  
non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this  
Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to  
cease his or her participation in the activity, or who obstructed or attempted to obstruct an  
investigation of the anticompetitive activity being reported at any time, whether the obstruction  
occurred before or after [Redacted Text] Absent exigent circumstances, before the Antitrust  
Division makes a final determination to revoke an individual's conditional non-prosecution  
protection, the Division will notify counsel for such individual and Applicant's counsel in  
writing of the recommendation of Division staff to revoke the conditional non-prosecution  
protection granted to the individual under this Agreement and will provide counsel an  
opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, Antitrust Division may thereafter prosecute such individual criminally in connection with the   
anticompetitive activity being reported, without limitation, and may use against such individual  
in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any covered employees,  
including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not  
available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
- 5 -  
ATR/FOIA-741  
  
  
5.  Separate Investigations: Applicant acknowledges that  [Redacted Text] separate investigations into  [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving  [Redacted Text]  and that some of its current and former directors, officers,  
or employees are, or may become, subjects, targets, or defendants in those separate  
investigations. Applicant also acknowledges that [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, I5 U.S.C. § 1, involving [Redacted Text]              Applicant further acknowledges that  [Redacted Text]    or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [Redacted Text]                
   Nothing in this Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with the [Redacted Text]        The status of Applicant or any of its current or former directors, officers, or employees as [Redacted Text]  does not abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation  
obligations of covered employees under paragraph 4 above.  A failure of a covered employee to  
comply fully with his or her obligations described in paragraph 4 above includes, but is not  
limited to, regardless of any past or proposed cooperation, not making himself or herself  
available in the United States for interviews and testimony in trials, grand jury, or other  
proceedings upon the request of attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because he or she has been, or anticipates being, charged,  
indicted, or arrested in the United States for violations of federal antitrust law involving the [Redacted Text]       Such a failure also includes, but is not limited to, not responding  
- 6 -  
ATR/FOIA-742  
  
fully and truthfully to all inquiries of the United States in connection with the anticompetitive  
activity being reported because his or her responses may also relate to, or tend to incriminate him  
or her in, the [Redacted Text]        Failure to comply fully with his or her cooperation obligations further includes, but is not limited to, not producing in the United States all documents, including personal documents and records, and other materials requested by  
attorneys and agents of the United States in connection with the anticompetitive activity being  
reported because those documents may also relate to, or tend to incriminate him or her in, the  
[Redacted Text]        The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted Text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity being reported. The Antitrust Division  
may use any documents, statements, or other information provided by Applicant or by any of its covered employees to the Division at any time pursuant to this Agreement against Applicant or  
any of its current or former directors, officers, or employees in any prosecution arising out of the  
[Redacted Text] as well as in any other prosecution.  
  
6.  Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
  
7.  Authority And Capacity: The Antitrust Division and Applicant 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]                  
  
  
  
Page - 7 -  
ATR/FOIA-743  
  
  
[Redacted Text]     
     
     
  
Page -8-  
  
  
ATR/FOIA-744  
                 
  
[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]    (hereinafter "Applicant''), in connection with [Redacted Text]   other conduct constituting a criminal violation of § 1 of the Sherman Act in the market for [Redacted Text]  and (2)    [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C § 1, in the market for [Redacted Text]. This Agreement is conditional and depends upon Applicant (l) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the  
Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation the  
Antitrust Division will notify Applicant in writing that it has been granted unconditional  
leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the  
leniency application will not constitute a waiver of the attorney-client privilege or the work-  
product privilege. Applicant represents that it is fully familiar with the Antitrust Division's  
Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference  
herein. [foot-note 1]   
[foot-note 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (Nov. 19. 2008) at [Redacted Text]        
  
ATR/FOIA-745   
  
  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text]   or other conduct constituting a criminal violation of §1 of the Sherman Act in the market for [Redacted Text] and (2) [Redacted Text] or other conduct constituting a criminal violation of Section l of the Sherman Act, 15 U.S.C. § 1 in the market for [Redacted Text] “the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a)  took prompt and effective action to terminate its participation in the anticompetitive  
activity being reported upon discovery of the activity; and  
  
(b)  did not coerce any other party to participate in the anticompetitive activity being  
reported and was not the leader in, or the originator of, the activity.  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including  
the accuracy of the representations made in this paragraph and that it fully understands the  
consequences that might result from a revocation of leniency as explained in paragraph 3 of this  
Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
  
2.  Cooperation: Applicant agrees to provide full, continuing, and complete cooperation  
to the Antitrust Division in connection with the anticompetitive activity being reported,  
including, but not limited to, the following:  
  
(a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
 
 
  
(b)  providing promptly, and without requirement of subpoena, all documents,  
 information, or other materials in its possession, custody, or control, wherever  
located, not privileged under the attorney-client privilege or work-product  
privilege, requested by the Antitrust Division in connection with the  
anticompetitive activity being reported, to the extent not already produced;  
  
(c)  using its best efforts to secure the ongoing, full, and truthful cooperation of1hc  
current and former directors, officers, and employees of Applicant (collectively, “covered employees"), and encouraging such persons voluntarily to provide: the  
Antitrust Division with any information they may have relevant to the  
anticompetitive activity being reported;  
  
ATR/FOIA-746  
  
     (d)  facilitating the ability of covered 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 Division;  
  
     (e)  using its best efforts to ensure that covered 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,  
grand jury appearances, and at trial;  
  
     (f)  using its best efforts to ensure that covered 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 Applicant was a participant.  However, Applicant is not  
required to pay restitution to victims whose antitrust injuries are independent of  
any effects on United States domestic commerce proximately caused by the  
anticompetitive activity being reported.  
  
3.  Corporate Leniency: Subject to verification of Applicant's 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 Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy.    
  
Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant 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 Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
  
If at any time before Applicant is granted unconditional leniency the Antitrust Division  
determines that Applicant (l) contrary to its representations in paragraph l of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency  
  
Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current and former directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
ATR/FOIA-747  
  
4.  Non-Prosecution Protection for Corporate Directors Officers, and Employees:  
Subject to verification of Applicant's representations in paragraph l above, and subject to  
Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the 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 Applicant 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, wherever located, not privileged  
under the attorney-client privilege or work-product privilege, requested by  
attorneys and agents of the United States in connection with the anticompetitive  
activity being reported;  
  
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the  
anticompetitive activity being reported;  
  
(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, subject to the penalties of  
making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C.  
§ 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, 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. § 162l), 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 el seq.), 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 Applicant the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to  
  
ATR/FOIA-748  
  
  
cease his or her participation in the activity or who obstructed or attempted to obstruct an  
investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation.    
  
Should any  conditional non-prosecution protection granted to an individual under this Agreement be revoked , the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current and former directors, officers, or employees, including such prosecution protection granted to an individual under this Agreement is not available unless and anticompetitive activity being reported.  Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
   
5. Separate Investigation: Applicant acknowledges that [Redacted Text] separate investigations into [Redacted Text]  or other conduct constituting criminal violations of Section I of the Sherman Act, 15 U.S.C. § l, in the [Redacted Text]  and that some of its current and former directors, officers, or employees are, or may become, subjects, targets, or defendants in those separate investigations. Nothing in this Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers; or employees in connection with any of the investigations into [Redacted Text]  The status of Applicant or any of its current or former directors, officers, or employees as a subject, target, or defendant in any of the investigations into [Redacted Text]  does not abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violations of federal antitrust law involving [Redacted Text]  Such a failure also includes, but is not limited to, not responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity) being reported because his or her responses may also relate to, or tend to incriminate him or her in, an investigation into [Redacted Text] Failure to comply fully with his or her cooperation obligations further includes but is not limited to, not producing  
  
  
ATR/FOIA-749  
  
in the United States all documents, including personal documents and records, and other  
materials requested by attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because those documents may also relate to, or tend to  
incriminate him or her in, an investigation into [Redacted Text]. The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted Text]     if such requests are not, in whole or in part, made in connection with the  
anticompetitive activity being reported. The Antitrust Division may use any documents,  
Statements, or other information provided by Applicant or by any of its current or former directors, officers, or employees to the Division at any time pursuant to this Agreement against  
Applicant or any of its current or former directors, officers, or employees in any prosecution  
Arising out of an [Redacted Text] investigation into [Redacted Text] as well as in any other prosecution.  
  
6.  Entire Agreement: This letter constitutes the entire agreement between the Antitrust  
Di vision and Applicant, and supersedes all prior understandings, if any, whether oral or written,  
Relating to the subject matter herein. This Agreement cannot be modified except in writing,  
Signed by the Antitrust Division and Applicant.  
  
7.  Authority and Capacity: The Antitrust Division and Applicant 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]        
  
  
ATR/FOIA-750  
  
[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] (“Applicant”), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1of the Sherman Act, 15 U.S.C. § 1, in the [Redacted Text]. This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph l of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work product privilege. Applicant represents that it is fully familiar with the Antitrust Division’s Corporate Leniency Policy dated August l0, 1993 (attached), which is' incorporated by reference herein) [foot-note 1]  
  
AGREEMENT  
1. Eligibility : Applicant desires to report to the Antitrust Division [Redacted Text]   or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the  
 
 
[Redacted Text]    ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a)  took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
  
[foot-note 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and  
how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust  
Division's Leniency Program and Model Leniency Letters (November 19, 2008),   
available at [Redacted Text]     
  
ATR/FOIA-751  
  
  
(b)   did not coerce any other patty to participate in the anticompetitive activity  
being reported and was not the leader in, or the originator of the activity.  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including  
the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this  
Agreement; As used in this agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the  
board of directors or counsel representing Applicant.  
  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation  
to the Antitrust Division in connection with the anticompetitive activity being reported,  
including, but not limited to, the following:   
  
  
(a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
 
 
  
(b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced;   
  
(c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current director, officers, and employees of Applicant, 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 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 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 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 Applicant was a participant.  However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported.    
   
-2-  
ATR/FOIA-752  
  
3.  Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject for its full continuing, and complete cooperation, as described in  
paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part B of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy.  
  
Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant 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 Antirust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
  
If at any time before Applicant is granted unconditional leniency the Antitrust Division  
determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shal1 be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency; the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division’s prosecutorial discretion, and Applicant agrees that it may, not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged, by indictment or information for engaging in the anticompetitive activity being reported.  
  
4.  Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to verification of Applicant’s representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that current directors1 officers, and employees of Applicant who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the 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 Applicant 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:  
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ATR/FOIA-753  
  
(a)  producing in the United States all documents and records, including  
personal documents and records, and other materials, wherever located,  
not privileged under the attorney-client privilege or work-product  
privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
  
(b)  making himself or herself available for interviews in the United States  
upon the request of attorneys and agents of the United States in connection  
with the anticompetitive activity being reported;  
  
(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, subject to the penalties of making false statements (l8 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not-privileged  
under the attorney-client privilege or work-product privilege, 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. § 1 621), 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 et seq.), 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 Applicant, the 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 Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any current director, officer, or employee of Applicant who the Division determines  caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time whether the obstruction occurred before or  
  
-4-  
ATR/FOIA-754   
  
after the date of this Agreement Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
5.  Entire Agreement: This letter constitutes the entire agreement between the Antitrust  
Division and Applicant, and supersedes all prior understandings, if any whether oral or written, relating to the subject: matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
  
6.  Authority And Capacity: The Antitrust Division and Applicant 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-755  
  
[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]  ("Applicant") in connection with [Redacted Text]  or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. §  1 , in the [Redacted Text]   involving [Redacted Text]   This Agreement is conditional and depends upon Applicant  
(1) establishing that it is eligible for  leniency as it represents in paragraph l of this  
Agreement, and (2) cooperating in the Antitrust Division's investigation as required  
by paragraph 2 of this Agreement.  After Applicant establishes that it is eligible to  
receive leniency and provides the required cooperation, the Antitrust Division will  
notify Applicant in writing that it has been granted unconditional leniency.  It is  
further agreed that disclosures made by counsel for Applicant in furtherance of the  
leniency application will not constitute a waiver of the attorney-client privilege or  
the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [foot-note 1]  
[foot-note 1]  For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at   
[Redacted Text]    
  
  
Page -1 –  
  
ATR/FOIA-756  
  
  
AGREEMENT  
  
l. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text]  or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted Text]    involving   [Redacted Text]    ("the anticompetitive activity being reported").  Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the  
anticompetitive activity being reported, it;  
  
a.  took prompt and effective action to terminate its participation in the  
anticompetitive activity being reported upon discovery of the activity; and  
  
b.  did not coerce any other party to participate in the anticompetitive  
activity being reported and was not the leader in, or the originator of, the  
activity.  
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency,  
including the accuracy of the representations made in this paragraph, and that it  
fully understands the consequences that might result from a revocation of leniency  
as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery  
of the anticompetitive activity being reported means discovery by the authoritative  
representatives of Applicant for legal matters, either the board of directors or  
counsel representing Applicant.  
  
2.  Cooperation: Applicant agrees to provide full, continuing, and complete  
cooperation to the Antitrust Division in connection with the anticompetitive activity  
being reported, including, but not limited to, the following:  
  
a.  providing a full exposition of all facts known to Applicant relating to the  
anticompetitive activity being reported;  
  
b.  providing promptly, and without requirement of subpoena, all documents,  
information, or other materials in its possession, custody, or control,  
wherever located, not privileged under the attorney-client privilege or   
work-product privilege, requested by the Antitrust Division in connection with the  
anticompetitive activity being reported, 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 Applicant (collectively "covered  
employees"), and encouraging such persons voluntarily to provide the  
  
   Page -2-  
  
ATR/FOIA-757  
  
Antitrust Division with any information they may have relevant to the  
anticompetitive activity being reported;  
  
d.  facilitating the ability of covered 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 Division;  
  
e.  using its best efforts to ensure that covered 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 covered employees who provide  
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 Applicant was a participant.  
However, Applicant is not required to pay restitution to victims whose  
antitrust injuries are independent of any effects of United States domestic  
commerce proximately caused by the anticompetitive activity being reported.  
  
3. Corporate Leniency: Subject to verification of Applicant's 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  
Applicant into Part A of the Corporate Leniency Program, as explained in the  
attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division  
agrees not to bring any criminal prosecution against Applicant 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 Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency, or (2)  
has not provided the cooperation required by paragraph 2 of this Agreement, this  
Agreement shall be void, and the Antitrust Division may revoke the conditional  
acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust  
Division makes a final determination to revoke Applicant's conditional leniency, the  
Division will notify counsel for Applicant in writing of the recommendation of  
Division staff to revoke the conditional acceptance of Applicant into the Corporate  
Leniency Program and will provide counsel an opportunity to meet with the Division  
regarding the potential revocation. Should the Antitrust Division revoke the  
conditional acceptance of Applicant into the Corporate Leniency Program, the  
  
    Page -3-  
  
ATR/FOIA-758  
Antitrust Division may thereafter initiate a criminal prosecution against Applicant in  
connection with the anticompetitive activity being reported, without limitation.  
Should such a prosecution be initiated, the Antitrust Division may use against  
Applicant in any such prosecution any documents, statements, or other information  
provided to the Division at any time pursuant to this Agreement by Applicant or by  
any of its covered employees. Applicant understands that the Antitrust Division’s  
Leniency Program is an exercise of the Division's prosecutorial discretion, and  
Applicant agrees that it may not, and will not, seek judicial review of any Division  
decision to revoke its conditional leniency unless and until it has been charged by  
indictment or information for engaging in the anticompetitive activity being  
reported.  
  
4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject  
to verification of Applicant's representations in paragraph l above, and subject to  
Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees of Applicant who admit   
to the Division their knowledge of or participation in, and fully and truthfully cooperate with the 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 Applicant 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, wherever located, not privileged  
under the attorney-client privilege or work-product privilege, requested by  
attorneys and agents of the United States in connection with the  
anticompetitive activity being reported;  
  
b. making himself or herself available for interviews in the United States upon  
the request of attorneys and agents of the United States in connection with the  
anticompetitive activity being reported;  
  
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, subject  
to the penalties of making false statements (18 U.S.C. § 1 00 l) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
d.  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not privileged  
under the attorney-client privilege or work-product privilege, 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. § 1 621), making false  
  
  
  
   Page -4-  
  
ATR/FOIA-759  
  
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 et seq.), 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 Applicant, the Division will bring this Agreement to the  
attention of other prosecuting offices or administrative agencies. In the event a  
covered employee of Applicant fails to comply fully with his or her obligations  
hereunder, this Agreement as it pertains to such individual shall be void, and any  
conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be  
revoked by the Antitrust Division. The Antitrust Division also reserves the right to  
revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee of Applicant who the Division determines caused Applicant to  
be ineligible for leniency under paragraph 1 of this Agreement, who continued to  
participate in the anticompetitive activity being reported after Applicant took action  
to terminate its participation in the activity and notified the individual to cease his  
or her participation in the activity, or who obstructed or attempted to obstruct an  
investigation of the anticompetitive activity being reported at any time, whether the  
obstruction occurred before or after the date of this Agreement. Absent exigent  
circumstances, before the Antitrust Division makes a final determination to revoke  
an individual’s conditional non-prosecution protection, the Division will notify  
counsel for such individual and Applicant's counsel in writing of the  
recommendation of Division staff to revoke the conditional non-prosecution  
protection granted to the individual under this Agreement and will provide counsel  
an opportunity to meet with the Division regarding the potential revocation. Should  
any conditional non-prosecution protection granted to an individual under this  
Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported,  
without limitation, and may use against such individual in such prosecution any  
documents, statements, or other information provided to the Division at any time  
pursuant to this Agreement by Applicant or by any of its covered employees,  
including such individual. Judicial review of any Antitrust Division decision to  
revoke any conditional non-prosecution protection granted to an individual under  
this Agreement is not available unless and until the individual has been charged by  
indictment or information for engaging in the anticompetitive activity being  
reported.  
  
5.  [Redacted Text] Investigation: Applicant acknowledges that [Redacted Text] a separate  
investigation into [Redacted Text Redacted Text] [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 1 5 U.S. C. § l, [Redacted Text] [Redacted Text and that some of its current and former directors, officers, or employees [Redacted Text] may become, subjects, targets, or defendants in that separate [Redacted Text] Applicant and the United States [Redacted Text] relating to the  
  
  
Page -5-  
ATR/FOIA-760  
  
become, subjects, targets, or defendants in that separate [Redacted Text]  Applicant and the United States [Redacted Text]  relating to the [Redacted Text]  Nothing in this Agreement limits the United States from criminally prosecuting [Redacted Text]  any of Applicant's [Redacted Text]   In addition, nothing in this Agreement limits the United States from criminally prosecuting  Applicant or any of its current or former directors, officers, or employees [Redacted Text]  in connection with the  [Redacted Text]  in the event of a violation of their obligations [Redacted Text]  The status of Applicant or nay of its current or former directors, officers, or employees [Redacted Text]  does not abrogate,  limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above.  A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above  includes, but is not limited to, regardless of any past  
or proposed cooperation, not making himself or herself available in the United States  
for interviews and testimony in trials, grand jury, or other proceedings upon the  
request of attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because he or she has been, or anticipates  
being, charged, indicted, or arrested in the United States for violations of federal  
antitrust law [Redacted Text] Such a failure also includes, but is not limited to, not responding  fully  and truthfully to all inquiries of  the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in, [Redacted Text] Failure to comply  fully  with his or her cooperation obligations further includes, but is not limited to, not producing in the United States all documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the [Redacted Text] The cooperation obligations of paragraph 4 above do not app1y to requests by attorneys and agents of the United States directed at [Redacted Text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity being reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its covered employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, or employees in any   
  
  
Page - 6 -  
ATR/FOIA-761  
  
prosecution arising out of the [Redacted Text] as well as in any other prosecution.  
  
  
6.  Entire Agreement: This letter constitutes the entire agreement between the  
Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement  
cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
  
7.  Authority And Capacity: The Antitrust Division and Applicant 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.  
  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
  
[Redacted Text]     
  
Page - 7 –  
  
ATR/FOIA-762  
  
[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]        ("Applicant''),  in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act,   
(15 U.S.C. 1) in the [Redacted Text] (collectively “reported industries”)  [Redacted Text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division’s investigation as required by paragraph 2 of this Agreement.  After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency.  It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege.  Applicant represents that it is fully familiar with the Antitrust Division’s Corporate Leniency Policy dated August 20, 1993 (attached), which is incorporated by reference herein.    
  
  
     AGREEMENT  
  
  
Eligibility:  Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the reported industries [Redacted Text Redacted Text] ("the anticompetitive activity being reported").  Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
  
(a)  took prompt and effective action to terminate its participation in the  
anticompetitive activity being reported.  Upon discovery of the activity; and  
  
(b)  did not coerce any other party to participate in the anticompetitive activity  
being reported and was not the leader in, or the originator of the activity.   
  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement.    As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
  
[Redacted Text]  [Redacted Text]    
  
ATR/FOIA-763  
  
2.  Cooperation: Applicant agrees to provide full continuing and complete cooperation to  
the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
  
(a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
 
 
  
(b) providing promptly and without requirement of subpoena all documents, information. or other to materials in its possession, custody, or control,  wherever located, not privileged under the attorney-client privilege or work product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, 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 Applicant of (collectively "covered employees"),  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 covered 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  
     Division;  
  
  
(e)  using its best efforts to ensure that  covered 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 covered 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 Applicant was a participant.  
However, Applicant is is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce: proximately caused by the: anticompetitive activity being reported.  
  
     Page -2-  
  
[Redacted Text]    
  
ATR/FOIA-764  
  
3. Corporate Leniency: Subject to verification of Applicant's 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 Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate leniency Policy,  pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant 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 Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
    
If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is  
not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this  
Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional  
acceptance of Applicant into the Corporate Leniency Program.  
  
Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division: staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation.  Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, in connection with the anticompetitive activity being reported, without limitation.    
Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its, current or former directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
  
  
  
  
  
4.  Non-Prosecution Protection For Corporate Directors, Officers, And Employees:  
Subject to verification of Applicant's representations in paragraph 1 above, and subject to  
Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the  
  
Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the 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 Applicant 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, wherever located,  
not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
  
ATR/FOIA 765  
  
(b)  making himself or herself available for interviews in the United States  
upon the request of attorneys or agents of the United States in connection  
with the anticompetitive activity being reported;  
  
(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, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
  
(d)  otherwise voluntarily providing the United States with any materials or  
information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, 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 et seq.), 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 Applicant, the Division will bring this Agreement to the attention of other  
prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency , immunity, or non-prosecution (hereinafter “conditional non-prosecution protection”) granted to such individuals under this Agreement may be revoked by the Antitrust Division.    
  
The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this current or former director, officer, or employee of Applicant who with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency  under paragraph  l of this agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its' participation in the activity and notified the individual to cease his or her participation in the activity,  or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant’s counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and  
  
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ATR/FOIA-766  
  
may use against such individual in such prosecution any documents, statements,  
or other information which was provided to the Division at any time pursuant to this Agreement  
by Applicant or by any of its current or former directors, officers or employees, including such  
individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual this Agreement is not available unless and  
until the individual has been charged by indictment or information for engaging in the  
anticompetitive activity being reported.  
  
  
5.   [Redacted Text] investigation:  Applicant acknowledges [Redacted Text] a separate investigation into [Redacted Text Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act 15 U.S.C. § 1 and related statutes in the [Redacted Text] and that some of its current and former directors, officers or employees are, or may become, subjects, targets, defendants in that separate investigation.  Nothing  in this  agreement  limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with the [Redacted Text]  does not abrogate, limit, or otherwise affect Applicant’s cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing , full, an truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above.  A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being charged, indicted or arrested in the United States for violations of federal antitrust and related statutes involving the [Redacted Text] [Redacted Text] Such a failure also includes but is not limited to, not responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in the  [Redacted Text] Failure to comply fully with his or her cooperation obligations  further includes, but is not limited to , not producing in the United States all documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the [Redacted Text Redacted Text] The cooperation obligations of paragraphs 2 and 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted Text ] if such requests are not, in whole or in part, made in connection with the anticompetitive activity being reported.  The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its current or former directors, officers, or employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, or employees in any prosecution arising out of the [Redacted Text]   as well as in any other prosecution.    
  
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ATR/FOIA-767  
6. Entire Agreement This letter constitutes the entire agreement between the Antitrust   
Division and Applicant and supersedes all prior understandings if any, whether oral or written, relating to the subject matter herein. This agreement cannot be modified except in writing signed  
by the Antitrust Division and Applicant.  
  
7.  Authority And Capacity: The Antitrust Division and Applicant represent and warrant    
each to the other that the signatories to this Agreement on behalf of each party hereto with all the authority and capacity necessary to execute this Agreement made to bind the respective parties hereto.  
  
The signatories below acknowledge acceptance of the foregoing terms and conditions. A  
facsimile or electronic signature shall be deemed an original signature for the purpose of executing this Agreement. Multiple signature pages are authorized for the purpose of executing this Agreement.   
  
  
Sincerely,  
  
[Redacted Text]  
  
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[Redacted Text]

ATR/FOIA-768