DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text subsidiaries, redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; ATR/FOIA-300 (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a cnminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or -2- ATR/FOIA-301 other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter -3- ATR/FOIA-302 prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. redacted text -4- ATR/FOIA-303 redacted text DOJ Seal Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and you ("Applicant"), in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon Applicant satisfying the conditions set forth below. After all of these conditions are met, the Division will notify Applicant in writing that the application has been granted. AGREEMENT 1. Representations: Applicant desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text redacted text Applicant represents to the Antitrust Division that, in connection with the anticompetitive activity being reported,redacted text did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) making redacted text relevant personal documents and records available to attorneys and agents of the United States; (b) making redacted text available to attorneys and agents of the United States for interviews; (c) responding fully and truthfully to all inquiries of the United States in connection with redacted text without falsely implicating any person or intentionally withholding any information; (d) otherwise giving the United States access to knowledge or information redacted text may have relevant to redacted text and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings, fully, truthfully, and under oath, subject to the 1 ATR/FOIA-304 redacted text penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with redacted text 3. Individual Leniency: 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 conditionally to accept Applicant into the Individual Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1994 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense redacted text may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text redacted text If the Antitrust Division at any time determines that Applicant has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Individual Leniency Program. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Individual Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, any documentary information, statements, or other information provided by Applicant to the Antitrust Division pursuant to this Agreement may be used against Applicant in any such prosecution. 4. 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. The commitments in this paragraph are binding only upon the Antitrust Division. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely redacted text redacted text 2 ATR/FOIA-305 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Antitrust Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desire to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text subsidiaries agree to provide full, continuing, and complete cooperation to the ATR/FOIA-306 redacted text 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 redacted text subsidiaries relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of a subpoena, all documents not privileged under U.S. law or other items in the possession, custody, or control of redacted text redacted text subsidiaries requested by the Antitrust Division, to the extent not already produced; (c) securing the complete, candid, and truthful cooperation of redacted text redacted text which shall include, but not be limited to: (i) the voluntary provision to the Antitrust Division by redacted text redacted text of any information redacted text may have relevant to the anticompetitive activity being reported; (ii) the appearance of redacted text for such interviews or testimony relevant to the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; and (iii) the provision of testimony by redacted text when requested by the Antitrust Division, in grand jury, trial, or other proceedings in connection with the anticompetitive activity being reported; (d) using its best efforts to secure the complete, candid, and truthful cooperation of the current and former directors, officers, and employees of redacted text subsidiaries and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to the anticompetitive activity being reported; (e) facilitating the ability of current and former directors, officers, and employees of redacted text subsidiaries to appear for such interviews or testimony relevant to the anticompetitive activity being reported as the Antitrust Division -2- ATR/FOIA-307 may require at the times and places designated by the Antitrust Division; (f) using its best efforts to ensure that current and former directors, officers, and employees of redacted text subsidiaries, who provide information to the Antitrust Division, respond completely, candidly, and truthfully to all questions asked in interviews, grand jury appearances, and at trial; (g) using its best efforts to ensure that current and former directors, officers, and employees of redacted text subsidiaries, who provide information to the Antitrust Division, make no attempt either falsely to protect or falsely to implicate any person or entity; and (h) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported in which redacted text subsidiaries was a participant. 3. Corporate Leniency: Subject to verification of redacted text redacted text representations in paragraph 1 above, and subject to redacted text full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text subsidiaries for any act or offense redacted text may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text redacted text subsidiaries has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text subsidiaries, without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text subsidiaries, as well as any statements or other information provided by any current or former director, officer, or employee of redacted text subsidiaries, to the -3- ATR/FOIA-308 Antitrust Division pursuant to this Agreement, may be used against redacted text redacted text subsidiaries in any such prosecution. 4. Non-Prosecution Protection for Corporate Directors, Officers, and Employees: Subject to redacted text subsidiaries' full, continuing, and complete cooperation, the Antitrust Division agrees that current and former directors, officers, and employees of redacted text subsidiaries, who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text subsidiaries 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) making his/her relevant personal documents and records available in the United States to attorneys and agents of the United States; (b) making himself/herself available in the United States to attorneys and agents of the United States for interviews; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise giving the United States access to knowledge or information he/she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer, or employee of redacted text -4- ATR/FOIA-309 redacted text subsidiaries fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity, or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity, or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority and Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -5- ATR/FOIA-310 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiaries redacted text redacted text redacted text in connection with a possible redacted text redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division redacted text redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; ATR/FOIA-311 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers, and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers, and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to me attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the -2- ATR/FOIA-312 Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers, and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non- -3- ATR/FOIA-313 prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. redacted text Sincerely yours, redacted text -4- ATR/FOIA-314 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text subsidiaries redacted text in connection with possible redacted text conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in connection with the redacted text 1 redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act arising from the redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 1 redacted text redacted text redacted text ATR/FOIA-315 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported, with the exception that the -2- ATR/FOIA-316 the nonprosecution terms of this agreement do not apply to any violation of the redacted text or to any crime of violence. It is also understood that the nonprosecution terms of this agreement do not apply to civil matters of any kind. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed prior to the date of this letter in connection with the anticompetitive activity being reported, with the exception of any violation of the redacted text or to any crime of violence. It is further understood that the nonprosecution terms of this paragraph do not apply to civil matters of any kind. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false -3- ATR/FOIA-317 -3- statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution, 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-318 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and your client, redacted text ("Applicant"), in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This agreement is conditional and depends upon Applicant satisfying the conditions set forth below. After all of these conditions are met, the Division will notify Applicant in writing that the application has been granted. It is further agreed that disclosures made by counsel for Applicant in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: Applicant desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text redacted text ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, redacted text did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity. 2. Cooperation: Applicant agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making redacted text available for interviews in the United States upon the request of attorneys and agents of the United States; ATR/FOIA-319 (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that redacted text may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. 3. Individual Leniency: 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 conditionally to accept Applicant into the Individual Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1994 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense redacted text may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. If the Antitrust Division at any time determines that Applicant has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Individual Leniency Program. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Individual Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, any documentary information, statements or other information provided by Applicant to the Antitrust Division pursuant to this Agreement may be used against Applicant in any such prosecution. 4. 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. The commitments in this paragraph are binding only upon the Antitrust Division. -2- ATR/FOIA-320 The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, redacted text -3- ATR/FOIA-321 redacted text DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text in connection with possible redacted text redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text (the "anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and ATR/FOIA-322 redacted text (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or originator of, the activity. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena redacted text redacted text , all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing complete, candid and truthful cooperation of its current and former directors, officers and employees, and encouraging such persons voluntarily to provide the Antitrust Division with any information relevant to possible redacted text or other conduct violative of 15 U.S.C. § 1, in the redacted text (d) facilitating the ability of its current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that its 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 its 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-323 redacted text (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of any redacted text or other conduct violative of 15 U.S.C. § 1 in the redacted text redacted text in which redacted text was a participant 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported in redacted text redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection for Corporate Directors, Officers and Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed -3- ATR/FOIA-324 redacted text prior to the date of this letter in connection with the anticompetitive activity being reported in the redacted text Such full and truthful cooperation shall include, but not be limited to: (a) making his/her relevant personal documents and records available in the United States to attorneys and agents of the United States; (b) making himself/herself available in the United States to attorneys and agents of the United States for interviews; (c) responding fully and truthfully to all inquiries of the United States in connection with redacted text redacted text without falsely implicating any person or intentionally witholding any information; (d) otherwise voluntarily giving the United States access to knowledge or information he/she may have relevant to redacted text redacted text and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), in connection with redacted text redacted text The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text , the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. -4- ATR/FOIA-325 redacted text 5. Entire Agreement; This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text redacted text Enclosure -5- ATR/FOIA-326 redacted text DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity, and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; ATR/FOIA-327 redacted text (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody, or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers, and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any -2- ATR/FOIA-328 redacted text statements or other information provided by any current director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing, and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. -3- ATR/FOIA-329 redacted text 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-330 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text redacted text subsidiaries redacted text redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in that redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). As used in this Agreement, except as further defined below, the term redacted text means the following redacted text redacted text redacted text The term redacted text redacted text as used herein, does not include either of the following redacted text redacted text redacted text redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: ATR/FOIA-331 (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (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 -2- ATR/FOIA-332 make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers and Employees' Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; -3- ATR/FOIA-333 (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. -4- ATR/FOIA-334 6. Authority and Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -5- ATR/FOIA-335 redacted text DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Re: redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text In furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text parents. redacted text subsidiaries, redacted text parent redacted text redacted text parent) that are engaged in the redacted text desire to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. ATR/FOIA-336 redacted text 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, relevant to the anticompetitive activity being reported, as requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity bring reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this -2- ATR/FOIA-337 redacted text letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current directors, officers and employees of redacted text (as well as former redacted text personnel who do not consult or work, and have not consulted or worked since leaving, for any redacted text entities in the redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials relevant to the anticompetitive activity being reported, as requested by attorneys and agents of the United States; (b) making himself/herself available for interviews in the United States in connection with the anticompetitive activity being reported upon the request of attorneys and agents of the United states; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand Jury or other proceedings in the United States, fully, truthfully, and -3- ATR/FOIA-338 redacted text under oath, subject to the penalties of perjury (18 U.S.C. § 1621) and making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623) in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours. redacted text -4- ATR/FOIA-339 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text violative of the Sherman Act in the redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. ATR/FOIA-340 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this -2- ATR/FOIA-341 letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 -3- ATR/FOIA-342 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text -4- ATR/FOIA-343 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiaries (hereinafter redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, redacted text redacted text redacted text . This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act redacted text redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; ATR/FOIA-344 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former1 directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust 1 The United States retains the right to decline to extend leniency coverage to any former employee who is, or has been an executive of a non redacted text company engaged in redacted text redacted text -2- ATR/FOIA-345 Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or employee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any -3- ATR/FOIA-346 leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text redacted text redacted text ATR/FOIA-347 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text Re: redacted text Dear redacted text This letter confirms that redacted text has met all of the conditions of the Antitrust Division's Corporate Leniency Policy and the Conditional Leniency Agreements between redacted text and the Antitrust Division, both dated redacted text regarding the redacted text redacted text Therefore, redacted text leniency applications are hereby granted. Sincerely, redacted text ATR/FOIA-348 redacted text DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text subsidiaries redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1 in the redacted text This Agreement is conditional and depends upon satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege.1 AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act among certain redacted text redacted text ("the anticompetitive activity being reported"). In connection with the anticompetitive activity being reported redacted text represents the following: (a) that the conduct subject to this agreement consisted of participation by redacted text redacted text subsidiaries, redacted text redacted text subsidiaries redacted text redacted text redacted text by the participants, including redacted text 1 This amnesty agreement does not encompass any conduct by redacted text subsidiaries. redacted text affiliates redacted text ATR/FOIA-349 redacted text (b) that this conduct occurred from at least as early as redacted text through redacted text at redacted text the redacted text the redacted text redacted text the redacted text redacted text as well as redacted text of redacted text redacted text A redacted text the redacted text the redacted text involved in this conduct redacted text the redacted text (c) that redacted text took prompt and effective action to terminate redacted text part in the anticompetitive activity being reported upon discovery of the activity; and (d) that redacted text did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to redacted text relating to the anticompetitive activity being reported; (b) producing promptly in the United States, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current and former2 directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure 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 2 The Antitrust Division retains the right to decline to extend leniency coverage to any former director officer or employee who is, or has been a director, officer or employee of a non redacted text company engaged in the redacted text redacted text 2 ATR/FOIA-350 redacted text and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured in the United States as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part A of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense redacted text may have committed from at least as early as redacted text in connection with the anticompetitive activity being reported The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former director, officer or emoloyee of redacted text to the Antitrust Division pursuant to this Agreement, may be used against redacted text in any such prosecution. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at redacted text from at least as early as redacted text in connection with the anticompetitive activity being reported. The Antitrust Division retains the right to decline to extend leniency coverage to any former director, officer or employee who is, or has been a director, officer or employee of a redacted text Such full and truthful cooperation shall include, but not be limited to: 3 ATR/FOIA-351 redacted text (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C, § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in paragraph four are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer or employee of redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any leniency, immunity or non-prosecution granted to such individual under this Agreement may be revoked by the Antitrust Division. Should any leniency, immunity or non-prosecution granted be revoked, the Antitrust Division may thereafter prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such, prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. 6. Authority And Capacity: The Antitrust Division and redacted text represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. 4 ATR/FOIA-352 redacted text The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely yours, redacted text 5 ATR/FOIA-353