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 in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. section 1, in the redacted text This agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text 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-500 redacted text (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 B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current or former 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 -2- ATR/FOIA-501 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 prosecute such person criminally, and any statements or other information provided by such person to the Antitrust Division pursuant to this Agreement may be used against him/her in such prosecution. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and redacted text and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. -3- ATR/FOIA-502 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-503 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.1 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 connection with 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. 1 This letter does not bind any other component of the United States Department of Justice, redacted text This Agreement applies only to conduct violative of the Sherman Act, 15 U.S.C. § 1, and does not apply to conduct violative of any other United States statute, 2 redacted text redacted text ATR/FOIA-504 AGREEMENT 1. Representations: redacted text desire to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in connection with redacted text redacted text redacted text ("the Anticompetitive Activity Being Reported") redacted text represent to the Antitrust Division that, in connection with the Anticompetitive Activity Being Reported, they: (a) discovered the Anticompetitive Activity Being Reported in or about redacted text redacted text (b) took prompt and effective action to terminate their part in the Anticompetitive Activity Being Reported upon discovery of the activity; and (c) did not coerce any other party to participate in the activity and were not the leaders in, or the originators of, the Anticompetitive Activity Being Reported. 2. Cooperation: redacted text agree 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 their possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using their 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 2 ATR/FOIA-505 Anticompetitive Activity Being Reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using their 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 their 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 were participants. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to their 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 pursuant to the Sherman Act, 15 U.S.C. § 1, in connection with the Anticompetitive Activity Being Reported. The commitments in this paragraph are binding only upon the Antitrust Division and not upon any other component of the United States Department of Justice, redacted text redacted text redacted text 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. 3 ATR/FOIA-506 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 pursuant to the Sherman Act, 15 U.S.C. § 1, for acts committed during their period of employment at redacted text 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 and not upon any other component of the United States Department of Justice. redacted text redacted text 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 4 ATR/FOIA-507 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, 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, 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-508 redacted text 6 ATR/FOIA-509 redacted text 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 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 that may be violative of the Sherman Act in the redacted text ("the anticompetitive conduct being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive conduct being reported: (a) the current management and ownership took prompt and effective action to terminate any redacted text participation in the anticompetitive conduct being reported upon discovery of the activity; and (b) redacted text did not coerce any other party to participate in the anticompetitive conduct being reported and was not the leader in, or the originator of, the anticompetitive conduct being reported. ATR/FOIA-510 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive conduct 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 conduct 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 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 the anticompetitive conduct being reported; (d) facilitating the ability of current and former directors, officers and employees to appear for such interviews or testimony as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division respond completely, candidly and truthfully to all questions asked in interviews, and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers and employees who provide information to the Antitrust Division make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity in the redacted text in the United States injured as a result of the anticompetitive conduct being reported, in which redacted text was a participant. 2 ATR/FOIA-511 The performance by redacted text of its obligations hereunder shall not toll, revive or extend any applicable statute of limitations for any charge or claim that could be brought by the Antitrust Division against redacted text concerning its participation in the anticompetitive conduct being reported. 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 the 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 Current and Former Corporate Directors, Officers And Employees: Subject to the requirements of Paragraph 5 and redacted text full, continuing and complete cooperation, the Antitrust Division agrees that current and former directors, officers and employees of redacted text who admit their knowledge of, or participation in the anticompetitive conduct being reported, and fully and truthfully cooperate with the Antitrust Division in its investigation of the anticompetitive conduct 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 conduct being reported. Such full and truthful cooperation shall include, but not be limited to: 3 ATR/FOIA-512 (a) making his or her relevant personal documents and records available in the United States to attorneys and agents of the United States; (b) making himself or 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 conduct being reported without falsely implicating any person or intentionally withholding any information; (d) otherwise giving the United States access to knowledge or information he or she may have relevant to the anticompetitive conduct 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 conduct 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 or 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 or her in such prosecution. 4 ATR/FOIA-513 5. Additional Provisions For Former Corporate Directors, Officers Or Employees: The non-prosecution protections provided in Paragraph 4 for former corporate directors, officers and employees of redacted text are subject to the following two additional conditions: (a) the former corporate director, officer or employee of redacted text must provide a full and truthful proffer of all information of his or her knowledge of, or participation in, the anticompetitive conduct being reported within twenty-one (21) days of the execution of this Agreement; and (b) any former corporate director, officer or employee of redacted text seeking to obtain the protections of this Agreement under Paragraph 4 must execute a separate tolling agreement with the Antitrust Division by which the statute of limitations for any charge concerning his or her participation in the anticompetitive conduct being reported shall be tolled in the event he or she fails to provide full and continuing cooperation to the Antitrust Division as defined in Paragraph 4. The separate tolling agreement will state that the statute of limitations applicable to the former director, officer or employee's conduct will be tolled starting from twenty-one (21) days after the execution of this Agreement until such time as he or she receives written notice from the Antitrust Division of his or her failure to satisfy his or her cooperation obligations pursuant to Paragraph 4 of this Agreement. 6. Third Parties: This agreement is not intended to create rights for any third party, 7. 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. 5 ATR/FOIA-514 8. 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 ATR/FOIA-515 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 redacted text redacted text subsidiaries redacted text (hereinafter collectively known as redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text 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-516 (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any -2- ATR/FOIA-517 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 and 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 -3- ATR/FOIA-518 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-519 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 redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text redacted text or other conduct violative of the Sherman Act in the redacted text redacted text 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: ATR/FOIA-520 (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 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 -2- ATR/FOIA-521 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 while they were directors, officers or employees of 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 -3- ATR/FOIA-522 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. S redacted text ely yours, redacted text -4- ATR/FOIA-523 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 Agreement between redacted text redacted text and the Antitrust Division dated redacted text regarding the redacted text redacted text Therefore, redacted text redacted text leniency application is hereby granted. Sincerely, redacted text ATR/FOIA-524 DOJ Seal U.S. Department of Justice Antitrust Division redacted text redacted text Dear redacted text This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and redacted text in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the redacted text redacted text This Agreement is conditional and depends upon redacted text satisfying the conditions set forth below. After all of these conditions are met, the Division will notify redacted text in writing that the application has been granted. It is further agreed that disclosures made by counsel for redacted text in furtherance of the amnesty application will not constitute a waiver of the attorney-client privilege or the work-product privilege. AGREEMENT 1. Representations: redacted text desires to report to the Antitrust Division possible redacted text or other conduct violative of the Sherman Act in the redacted text redacted text ("the anticompetitive activity being reported"). redacted text represents to the Antitrust Division that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its part in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the anticompetitive activity being reported. 2. Cooperation: redacted text agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the 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; ATR/FOIA-525 (b) providing promptly, and without requirement of subpoena, all documents or other items in its possession, custody or control, wherever located, requested by the Antitrust Division, to the extent not already produced; (c) using its best efforts to secure the ongoing, full and truthful cooperation of the current directors, officers and employees of redacted text and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Antitrust Division; (e) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which redacted text was a participant. 3. Corporate Leniency: Subject to verification of redacted text representations in paragraph 1 above, and subject to its full, continuing and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept redacted text into Part B of the Corporate Leniency Program, as explained in an Antitrust Division policy statement dated August 10, 1993 (attached). Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against redacted text for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If the Antitrust Division at any time determines that redacted text has violated this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of redacted text into the Corporate Leniency Program. Should the Antitrust Division revoke the conditional acceptance of redacted text into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against redacted text without limitation. Should such a prosecution be initiated, any documentary or other information provided by redacted text as well as any statements or other information provided by any current director, officer or 2 ATR/FOIA-526 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-527 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-528 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 in connection with possible redacted text or other conduct violative of Section 1 of the Sherman Act, 15 U.S.C. § 1, 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 redacted text redacted text (hereinafter "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-529 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 of redacted text redacted text 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 of redacted text 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 of redacted text 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, 1 It is represented by redacted text that redacted text the redacted text the redacted text its redacted text and redacted text and that redacted text director, officer, or employee of redacted text -2- ATR/FOIA-530 redacted text redacted text 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 Current Corporate Directors, Officers, And Employees of redacted text 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, or in the case of redacted text redacted text prior to the date of this letter, in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials requested by attorneys and agents of the United States; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402) and obstruction of justice (18 U.S.C. § 1503), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of redacted text the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer or employee of redacted text redacted text fails to comply fully with his/her obligations hereunder, this Agreement as it pertains -3- ATR/FOIA-531 redacted text 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-532