[Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice 1 [Footnote 1] and [Redacted text] ("Applicant''), concerning [Redacted text] or other conduct constituting a criminal violation of Section l of the Sherman Act, 15 U.S.C. § 1, in connection with [Redacted text] This Agreement [Redacted text] conditional leniency letter issued to Applicant on [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.2 [Foot note 1] [Redacted Text] [Foot note 2] 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 ATR/FOIA-1001 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal violation of Section l of the Sherman Act in connection with [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, [Redacted text] "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; Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted text] ATR/FOIA-1002 (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 However, Applicant is not required to pay restitution to victims whose antirust 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 i11to 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 com1ection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division [Redacted text] 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 ATR/FOIA-1003 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 by Applicant or by any of its current or former directors: officers, or employees to the Division at any time. 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 employ1n.ent at Applicant Prior to the date of this letter in connection with the anticompetitive activity being reported. [Redacted text] covered employees as defined in subparagraph 2(c). Thus, the protections granted in this paragraph to covered employees and the obligations of covered employees contained in this paragraph [Redacted text] the full and truthful cooperation of covered employees shall include, but not be limited to: (a) producing in the United States all documents and records, inducing personal decumen1S 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 States in United connection with the anticompetitive activity being reported; (b) making himself for herself available for interviews in the United States upon the request of attorneys and agents of the Unit 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 o{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 ATR/FOIA-1004 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 ate binding only upon the Antitrust Division [Redacted text] 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 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 which was provided to the Division at any time 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. Investigation into [Redacted text] Applicant acknowledges that [Redacted text] criminal investigations [Redacted text] into [Redacted text] or-other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.SC. § 1, or other federal statutes as to [Redacted text] and that some of its current and former officers or employees are, or may become, subjects, targets, or defendants in those criminal investigations ('the [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] ATR/FOIA-1005 [Redacted text] The status of Applicant or any of its current or former directors, officers or employees [Redacted text] in tire [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 pas t or proposed cooperation, not making self 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 or other federal statutes involving the [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] The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at the [Redacted text] if such requests a.re 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 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 or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. ATR/FOIA-1006 7. Authority and Capacity: The Antitrust Division and Applicant represented 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 or the 1orcgomg terms and conditions. Sincerely, [Redacted text] ATR/FOIA-1007 [Redacted text] [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. Therefore, [Redacted text] leniency application is hereby granted. Sincerely, [Redacted text] ATR/FOIA-1008 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text]"Applicant''), in connection with [Redacted text] or other conduct constituting a criminal violation of Section I of the Sherman Act, 15 U.S.C. § 1, in the: [Redacted text]This Agreement is conditional and depends upon Applicant (I) 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 -1- ATR/FOIA-1009 [Redacted text] 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 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. 3 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 (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 representation made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3of 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; [Redacted text] (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 attomey-clietl.t 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, with the exception of [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 tJ1e anticompetitive activity being reported respond completely, candidly, and truthfully to an questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure !hat covered employees who provide info1mation to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or fals.e1y 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 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 -3- ATR/FOIA-1011 [Redacted text] 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, statement, 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 Covered Employees: Subject to verification of Applicant’s representation 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. The non-prosecution protections granted in this paragraph [Redacted text] Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, 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 for the United States in connection with the anticompetitive activity being reported; -4- ATR/FOIA-1012 [Redacted text] (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. § 1 503 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 covered employees 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 Jo 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 non­prosecution 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 non­prosecution 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 y documents, statements, or other information which was provided to tl1e Division at any time pursuant to this Agreement by Applicant or by any of its -5- ATR/FOIA-1013 [Redacted text] 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. [Redacted text] Investigation: Applicant acknowledges that [Redacted text] a separate investigation into [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S. § 1. 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 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] The status of Applicant or any of its current or former directors, officers, or employees as a subject, target, or defendant in 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, 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 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 herein, 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 report. 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 -6­ ATR/FOIA-1014 [Redacted text] 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. Sincerely, [Redacted text] -7- ATR/FOIA-1015 [Redacted text] -8- ATR/FOIA-1016 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text] (“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] The 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 therein.4 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 represent 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 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 foots known to Applicant relating to the antic9ropetitive 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; (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 -2­ ATR/FOIA-1018 (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 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of 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. Ifat 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, 1he 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 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, -3­ ATR/FOIA-1019 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. § 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-1020 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 cause 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] -5­ ATR/FOIA-1021 [Redacted text] -6­ ATR/FOIA-1022 [Redacted text] -6­ ATR/FOIA-1023 [Redacted text] -6- ATR/FOIA-1024 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text] “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, 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 and 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. Agreement 1. Eligibility: Applicant desire to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal violation of Section 1 of Sherman Act involving [Redacted text] (“the anticompetitive activity being reported”). Applicant represent to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it: 1 ATR/FOIA-1025 (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upot1 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 ill 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 representative 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 Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of covered employee 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 thot 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 lo the a11licompetitive activity being repo1ied make no attempt either falsely to protect or falsely to implicate any person or entity; and 2 ATR/FOIA-1026 (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 I 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 I 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 n 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 oftJ1e 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 ii has been charged by indictment or information for engaging in the anticompetitive activity being reported. 3. Non-Prosecution Protection For Corporate Directors, Officers, A1id Employees: Subject to verification of Applicant’s representations in paragraph I 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 3 ATRFOIA-1027 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 State 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 (c) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings or 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 cl 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 non­prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by tl1e Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional nonprosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph I of this Agreement, who continued to participate in the anticompetitive acclivity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease Iris or her participation in the activity, or who obstructed or attempted to obsh11ct an investigation of the anticompetitive activity being reported at any time, whether the 4 ATR/FOIA-1028 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 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 foe engaging in the anticompetitive activity being reported. 5. [Redacted Text] Investigation: Applicant acknowledge that [Redacted Text] a separate investigation into [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] (hereinafter [Redacted Text] and that some of its current and former directors, officers, or employees are, or may become, subject, targets, or 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] The status of Applicant or any of its current or former directors, officers, or employees as a subject, target, or defendant in 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, 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 violation of federal antitrust law involving the [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 response 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 5 ATR/FOIA-1029 personal documents and records, and other materials requested by attorney 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 Antirust Division may use any documents, statements, or other information provided by Applicant or by any of its current or former directors, officers, or employee to the Division at ally lime 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 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 nil 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] 6 ATR/FOIA-1030 [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' or other conduct with [Redacted Text] 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 an 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, I 993 (attached), which is incorporated by reference herein.' The "date of this letter'' as used herein mean the date that this letter is executed by the Antitrust Division. 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 M<)del Leniency Letters_ (November 19, 2008:);available at [Redacted Text] ATR/FOIA-1031 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct with [Redacted Text] constituting a criminal violation of Section l of the Sherman Act, 15 U.S.C. § 1, 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 [Redacted Text] 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 [Redacted Text] and the current directors, officers, and employees of Applicant with the exception of [Redacted Text] (collectively, Covered Employees"'), and encouraging Covered Employees voluntarily to provide the Antitrust Division with any -2- ATR/FOIA-1032 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, during 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 Antic6mpetitive 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, ns described in. paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporates 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 arc 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 (I) 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 -3 ­ ATR/FOIA-1033 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 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, .d 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 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 tbe.ir 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. The non-prosecution protections granted in this paragraph 4 and 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 information, subject to the penalties of making false statements (18 U.S. C. § 1001) and obstruction of justice (18 U.S.C. § 1503 el seq.); -4­ ATR/FOIA-1034 (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 (the "Conditional Nonprosecution 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 Nonprosecution Protection of this Agreement with respect to any Covered Employee who the Division determines caused Applicant to be ineligible for leniency under paragraph I 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 letter. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's Conditional Nonprosecution 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 Nonprosecution 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 which was 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 engage in the Anticompetitive Activity Being Reported. 5. The [Redacted Text] Investigation: Applicant acknowledges that a separate investigation into [Redacted Text] or -5- ATR/FOIA-1035 Other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, [Redacted Text] regarding [Redacted Text] (the [Redacted Text] investigation”). Applicant further acknowledges that some of its current and former directors, officers, or employees are, or may become, subjects, targets, or 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] The status of Applicant or any of its current or former directors, officers, or employees as a subject, target, or defendant in 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 and truthful cooperation of covered Employees, or the cooperation obligations of Covered Employees under paragraph 4 above. A failure of a Covered Employees 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, with the Anticompetitive Activity Being Reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violation of federal antitrust law involving the [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] The cooperation obligation of paragraph 4 above do not apply to request by attorneys and agents of the United States directed at [Redacted Text] under investigation in the [Redacted Text] if such request 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 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 understanding, 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 -6- ATR/FOIA-1036 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] -7- ATR/FOIA-1037 [Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] “Applicant” or [Redacted Text] in connection with [Redacted Text] or other constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, [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 applicant will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with that Antitrust Division’s Corporate Leniency Policy dated August 10, 1993 (Attached), which is incorporated by reference herein.5 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 [Redacted Text] (“the anticompetitive activity being reported”). As used in this Agreement, the terms [Redacted Text] refers to [Redacted Text] [Redacted Text] 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 riot 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 collection 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 co1U1ection 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 (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; -2­ ATR/FOIA-1039 (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 isn’t 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 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 Antitrust Division, although, upon request of Applicant, the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. Ifat 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 tile 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 initiate, 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 -3­ ATR/FOIA-1040 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 cooperated 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 Stat 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. § l 001) 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 -4­ ATR/FOIA-1041 (e) when called upon to do so by the United States, testiJyi.ng in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (l8 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 (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 the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional nonprosecution 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 non­prosecution 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 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. [Redacted Text] Investigations: Applicant a knowledges [Redacted Text] that separate investigations into [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] the -5­ ATR/FOIA-1042 [Redacted Text] Furthermore, Applicant acknowledges that some of its current and former directors, officers, or employees [Redacted Text] may become, subjects, targets, or defendants in [Redacted Text] Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with [Redacted Text] The status of Applicant or any of its current or former directors, officers, or employees [Redacted Text] in [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 attested in the United States for violations of federal antitrust and related statutes 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, [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, [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] in [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 [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. Tb.is Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. -6­ ATR/FOIA-1043 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] -7­ ATR/FOIA-1044 [Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] “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, involving [Redacted Text] This agreement is conditional and depends upon Applicant (l) establishing that it is eligible for leniency as it represents in paragraph I 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.6 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 is eligible to receive leniency in that, in connection with the anticompetitive acttv1ty 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 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 correction with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; ATR/FOIA-1046 (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. 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 ATR/FOIA-1047 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; (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 (l8 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. ATR/FOIA-1048 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 non­prosecution (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 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 non­prosecution 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. 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. 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. ATR/FOIA-1049 Sincerely, [Redacted Text] ATR/FOIA-1050