[REDACTED TEXT]  
[REDACTED TEST]  
Dear [REDACTED TEXT]  
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [REDACTED TEXT]  
"Applicant"), in connection with [REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1 of the Sherman Act. 15 U.S.C, § 1 involving [REDACTED TEXT]  
This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division’s investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August I 0, 1993 (attached), which is incorporated by reference herein.  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [REDACTED TEXT] or other conduct constituting a criminal violation of Section 1 of the Sherman Act involving [REDACTED TEXT]  
("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
1  
ATR/FOIA-769  
[a] took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
[b] did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph, and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
[a] providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
[b] providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced;  
[c] using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant (collectively "covered employees"), and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;  
[d] facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division;  
[e] using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial;  
[f] using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to pro1ect or falsely to implicate any person or entity; and  
2  
ATR/FOIA-770  
[g] making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the noncompetitive activity being reported.  
3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation; as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (I) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or infom1ation for engaging in the anticompetitive activity being reported.  
4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their  
3  
ATR/FOIA-771  
period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not limited to:  
[a] producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client  
privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
[b] making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
[c] responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
[d] otherwise voluntarily providing the United States with any materials or information, not requested in (a) - (c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and  
[e] when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the  
penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice  
(18 U.S.C. § l503 et seq.), in connection with the anticompetitive activity being reported.  
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity; or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the  
4  
ATR/FOIA-772  
obstruction occurred before or after the date of this Agreement. Absent exigent  
circumstances, before the Antitrust Division makes a final determination to revoke an  
individual's conditional non-prosecution protection, the Division will notify counsel for  
such individual and Applicant's counsel in writing of the recommendation of Division  
staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
5. [REDACTED TEXT] Investigation: Applicant acknowledges that [REDACTED TEXT]  
a separate investigation into [REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1 of the Sherman  
Act, 15 U.S.C. § 1 in the [REDACTED TEXT]  
(hereinafter [REDACTED TEXT]  
[REDACTED TEXT] and that some of its current and  
former directors, officers, or employees are, or may become, subjects, targets, or  
defendants in that separate investigation. Nothing in this Agreement limits the United  
States from criminally prosecuting Applicant or any of its current or former directors,  
officers, or employees in connection with the [REDACTED TEXT]  
The status of Applicant or any of its current or former directors, officers, or employees  
as a subject, target, or defendant in the [REDACTED TEXT] does not  
abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2  
above, including its obligation to use its best efforts to secure the ongoing, full, and  
truthful cooperation of covered employees, or the cooperation obligations of covered  
employees under paragraph 4 above. A failure of a covered employee to comply fully  
with his or her obligations described in paragraph 4 above includes, but is not limited to,  
regardless of any past or proposed cooperation, not making himself or herself available in  
the United States for interviews and testimony in trials, grand jury, or other proceedings  
upon the request of attorneys and agents of the United States ln connection with the  
anticompetitive activity being reported because he or she has been, or anticipates being,  
charged, indicted, or arrested in the United States for violations of federal antitrust law  
involving the [REDACTED TEXT] Such a failure also includes, but is  
not limited to, not responding fully and truthfully to all inquiries of the United States in  
connection with the anticompetitive activity being reported because his or her responses  
may also relate to, or tend to incriminate him or her in, the [REDACTED TEXT]  
Failure to comply fully with his or her cooperation obligations further  
includes, but is not limited to, not producing in the United States all documents, including  
5  
ATR/FOIA-773  
personal documents and records, and other materials requested by attorneys and agents of  
the United States in connection with the anticompetitive activity being reported because  
those documents may also relate to, or tend to incriminate him or her in, the [REDACTED TEXT]  
The cooperation obligations of paragraph 4 above do not  
apply to requests by attorneys and agents of the United States directed at [REDACTED TEXT]  
if  
such requests are not, in whole or in part, made in connection with the anticompetitive activity  
being reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its current or former directors, officers, or employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, or employees in any prosecution arising out of the [REDACTED TEXT] as well as in any other prosecution.  
6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust  
Division and Applicant, and supersedes all prior understandings, if any, whether Oral or  
written, relating to the subject matter herein. This Agreement cannot be modified except  
in writing, signed by the Antitrust Division and Applicant.  
7. Authority And Capacity: The Antitrust Division and Applicant represent and warrant  
each to the other that the signatories to this Agreement on behalf of each party hereto  
have all the authority and capacity necessary to execute this Agreement and to bind the  
respective parties hereto.  
The signatories below acknowledge acceptance of the foregoing terms and  
conditions.  
Sincerely,  
[REDACTED TEXT]  
6  
ATR/FOIA-774  
[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 (“Antitrust Division”) and [REDACTED TEXT]  
“Applicant”),  
in connection with [REDACTED TEXT] or other conduct constituting a criminal violation of  
Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [REDACTED TEXT]  
This  
Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for  
leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust  
Division's investigation as required by paragraph 2 of this Agreement. After Applicant  
establishes that it is eligible to receive leniency and provides the required cooperation, the  
Antitrust Division will notify Applicant in writing that it has been granted unconditional  
leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work 
product privilege. Applicant represents that it is fully familiar with the Antitrust Division's  
Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference  
herein.1  
1 For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [REDACTED TEXT]  
ATR/FOIA-775  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [REDACTED TEXT]  
[REDACTED TEXT] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted Text] (“the anticompetitive activity being reported”). Applicant represents to the Antitrust Division that it is eligible to received leniency in that, in connection with the anticompetitive activity being reported, it:  
(a) took prompt and effective action to terminate its participation in the  
anticompetitive activity being reported upon discovery of the activity; and  
(b) did not coerce any other party to participate in the anticompetitive activity being  
reported and was not the leader in, or the originator of, the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
(a) providing a full exposition of all facts known to Applicant relating to the  
anticompetitive activity being reported;  
(b) providing promptly, and without requirement of subpoena, all documents,  
information, or other materials in its possession, custody, or control, wherever  
located, not privileged under the attorney-client privilege or work-product  
privilege, requested by the Antitrust Division in connection with the  
anticompetitive activity being reported, to the extent not already produced;  
(c) using its best efforts to secure the ongoing, full, and truthful cooperation of the  
covered employees, as defined below, and encouraging such persons voluntarily  
to provide the Antitrust Division with any information they may have relevant to  
the anticompetitive activity being reported;  
(d) facilitating the ability of covered employees to appear for such interviews or  
testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division;  
(e) using its best efforts to ensure that covered employees who provide information to  
the Antitrust Division relevant to the anticompetitive activity being reported  
-2- ATR/FOIA-776  
respond completely, candidly, and truthfully to all questions asked in interviews  
and grand jury appearances and at trial;  
(f) using its best efforts to ensure that covered employees who provide information to  
the Antitrust Division relevant to the anticompetitive activity being reported make  
no attempt either falsely to protect or falsely to implicate any person or entity; and  
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of  
any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported.  
As used in this letter "covered employees" are: [REDACTED TEXT]  
3. Corporate Leniency:  
(a) Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of signature of this Agreement in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only on the Antitrust Division.  
[REDACTED TEXT]  
However, upon request of Applicant, the Antitrust Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
(b) If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal  
-3-  
ATR/FOIA-777  
prosecution against Applicant in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant, or by any of its current or former directors, officers or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
4. Non-Prosecution Protection Available to Covered Employees:  
(a) Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed in connection with the anticompetitive activity being reported during their period of employment at Applicant prior to the date of signature of this Agreement. The non-prosecution protections granted in this paragraph do not apply to any former director, officer, or employee of Applicant and [REDACTED TEXT]  
Such full and  
truthful cooperation shall include, but not be limited to:  
(i) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged  
under the attorney-client privilege or work-product privilege, requested by  
attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
(ii) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive  
activity being reported;  
(iii) responding fully and truthfully to all inquiries of the United States in connection  
with the anticompetitive activity being reported, without falsely implicating any  
person or intentionally withholding any information, subject to the penalties of  
making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C.  
§ 1503 et seq.);  
(iv) otherwise voluntarily providing the United States with any materials or  
information, not requested in (i) - (iii) of this paragraph and not privileged under  
the attorney-client privilege or work-product privilege, that he or she may have  
relevant to the anticompetitive activity being reported; and  
(v) 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  
-4- ATR/FOIA-778  
to the penalties of perjury (18 U.S.C. § 1621), making false statements or  
declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18  
U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in  
connection with the anticompetitive activity being reported.  
(b) The commitments in this paragraph 4 are binding only upon the Antitrust Division.  
[REDACTED TEXT]  
(c) In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional  
leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection")  
granted to such individual under this Agreement may be revoked by the Antitrust Division. The  
Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of  
this Agreement with respect to any covered employee who the Division determines caused  
Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate  
its participation in the activity and notified the individual to cease his or her participation in the  
activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive  
activity being reported at any time, whether the obstruction occurred before or after the date of  
this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will  
notify counsel for such individual and Applicant's counsel in writing of the recommendation of  
Division staff to revoke the conditional non-prosecution protection granted to the individual  
under this Agreement and will provide counsel an opportunity to meet with the Division  
regarding the potential revocation. Should any conditional non-prosecution protection granted to  
an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute  
such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents, statements,  
or other information which was provided to the Division at any time pursuant to this Agreement  
by Applicant or any of its current or former directors, officers, or employees, including such  
individual. Judicial review of any Antitrust Division decision to revoke any conditional non 
prosecution protection granted to an individual under this Agreement is not available unless and  
until the individual has been charged by indictment or information for engaging in the  
anticompetitive activity being reported.  
5. Separate Investigations: The Division and the Applicant acknowledge that  
[REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1  
of the Sherman Act, 15 U.S.C. § 1 and related statutes [REDACTED TEXT]  
investigations”).  
-5 
ATR/FOIA-779  
Collectively [REDACTED TEXT] investigations are referred to as the “separate  
Investigations.” [REDACTED TEXT]  
[REDACTED TEXT] The Applicant acknowledges that some of its current and former directors, officers,  
or employees are, or may become, subjects, targets, defendants, or [REDACTED TEXT]  
in those separate investigations. Nothing in this Agreement limits the  
United States from criminally prosecuting Applicant, [REDACTED TEXT]  
or any of its current or former directors, officers, or employees, [REDACTED TEXT]  
In connection with the separate  
investigations. The status of Applicant or any of its current or former directors, officers, or  
employees [REDACTED TEXT] in the separate investigations  
does not abrogate, limit, or otherwise affect Applicant’s cooperation obligations under paragraph  
2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful  
cooperation of covered employees, or the cooperation obligations of covered employees under  
paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations  
described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed  
cooperation, not making himself or herself available in the United States for interviews and  
testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of  
the United States in connection with the anticompetitive activity being reported because he or  
she has been, or anticipates being, charged, indicted, or arrested in the United States in the  
separate investigations for violations of federal antitrust and related statutes. Such a failure also includes, but is not limited to, not responding fully and truthfully to all inquiries of the United  
States in connection with the anticompetitive activity being reported because his or her responses  
may also relate to, or tend to incriminate him or her in, the separate investigations. Failure to  
comply fully with his or her cooperation obligations further includes, but is not limited to, not  
producing in the United States all documents, including personal documents and records, and  
other materials requested by attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the separate investigations. The cooperation obligations of paragraph  
4 above do not apply to requests by attorneys and agents of the United States directed at the  
[REDACTED] activity under investigation in the separate investigations if such requests are not, in  
whole or in part, made in connection with the anticompetitive activity being reported. The  
Antitrust Division may use any documents, statements, or other information provided by  
Applicant or by any of its current or former directors, officers, or employees to the Division at  
any time pursuant to this Agreement against Applicant or any of its current or former directors,  
officers, or employees in any prosecution arising out of the separate investigations, as well as in  
any other prosecution.  
6. Entire Agreement: This letter constitutes the entire agreement between the  
Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or  
Written, relating to the subject matter herein. [REDACTED TEXT]  
-6-  
ATR/FOIA-780  
[REDACTED TEXT]  
This Agreement cannot be modified except in writing, signed by the  
Antitrust Division and Applicant.  
7. Authority and Capacity: The Antitrust Division and Applicant represent and  
warrant each to the other that the signatories to this Agreement on behalf of each party hereto  
have all the authority and capacity necessary to execute this Agreement and to bind the  
respective parties hereto.  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely,  
[REDACTED TEXT]  
-7-  
ATR/FOIA-781  
[Redacted TEXT]  
[REDACTED TEXT]  
Dear [REDACTED TEXT]  
This letter sets forth the terms and conditions of an agreement between the Antitrust  
Division of the United States Department  
of Justice and [REDACTED TEXT]  
"Applicant"),  
in connection with [REDACTED TEXT] or other conduct constituting a  
criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [REDACTED TEXT]  
This Agreement is conditional and depends upon Applicant (1) establishing that  
it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in  
the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After  
Applicant establishes that it is eligible to receive leniency and provides the required cooperation,  
the Antitrust Division will notify Applicant in writing that it has been granted unconditional  
leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work 
product privilege. Applicant represents that it is fully familiar with the Antitrust Division's  
Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference  
herein.2  
2 For a further explanation of the Antitrust Division’s Corporate Leniency Policy and how the  
Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust  
Division’s Leniency Program and Model Leniency Letters (November 19, 2008), available at  
[REDACTED TEXT] ATR/FOIA-782  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1 of the  
Sherman Act involving [REDACTED TEXT]  
(“the anticompetitive activity being  
reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in  
that, in connection with the anticompetitive activity being reported, it:  
(a) took prompt and effective action to terminate its participation in  
the anticompetitive activity being reported upon discovery of the  
activity; and  
(b) did not coerce any other party to participate in the anticompetitive  
activity being reported and was not the leader in, or the originator  
of the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency,  
including the accuracy of the representations made in this paragraph, and that it fully  
understands the consequences that might result from a revocation of leniency as  
explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the  
anticompetitive activity being reported means discovery by the authoritative  
representatives of Applicant for legal matters, either the board of directors or counsel  
representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete  
cooperation to the Antitrust Division in connection with the anticompetitive activity  
being reported, including, but not limited to, the following:  
(a) providing a full exposition of all facts known to Applicant relating  
to the anticompetitive activity being reported;  
(b) providing promptly, and without requirement of subpoena, all  
documents, information, or other materials in its possession,  
custody, or control, wherever located, not privileged under the  
attorney-client privilege or work-product privilege, requested by  
the Antitrust Division in connection with the anticompetitive  
activity being reported, to the extent not already produced;  
(c) using its best efforts to secure the ongoing, full, and truthful  
cooperation of the current directors, officers, and employees of  
Applicant (collectively "covered employees"); and encouraging  
such persons voluntarily to provide the Antitrust Division with any  
information they may have relevant to the anticompetitive activity  
being reported;  
(d) facilitating the ability of covered employees to appear for such  
interviews or testimony in connection with the anticompetitive  
activity being reported as the Antitrust Division may require at the  
times and places designated by the Division;  
(e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the  
anticompetitive activity being reported respond completely,  
2  
ATR/FOIA-783  
candidly, and truthfully to all questions asked in interviews and  
grand jury appearances and at trial;  
(f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the  
anticompetitive activity being reported make no attempt either  
falsely to protect or falsely to implicate any person or entity; and  
(g) making all reasonable efforts, to the satisfaction of the Antitrust  
Division, to pay restitution to any person or entity injured as a  
result of the anticompetitive activity being reported, in which  
Applicant was a participant. However, Applicant is not required to  
pay restitution to victims whose antitrust injuries are independent  
of any effects on United States domestic commerce proximately  
caused by the anticompetitive activity being reported.  
3. Corporate Leniency: Subject to verification of Applicant's representations in  
paragraph 1 above, and subject to its full, continuing, and complete cooperation, as  
described in paragraph 2 above, the Antitrust Division agrees conditionally to accept  
Applicant into Part A of the Corporate Leniency Program, as explained in the attached  
Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to  
bring any criminal prosecution against Applicant for any act or offense it may have  
committed prior to the date of this letter in connection with the anticompetitive activity  
being reported. The commitments in this paragraph are binding only upon the Antitrust  
Division, although, upon request of Applicant, the Division will bring this Agreement to  
the attention of other prosecuting offices or administrative agencies. If at any time before  
Applicant is granted unconditional leniency the Antitrust Division determines that  
Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not  
eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of  
this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the  
conditiona1 acceptance of Applicant into the Corporate Leniency Program. Before the  
Antitrust Division makes a final determination to revoke Applicant's conditional  
leniency, the Division will notify counsel for Applicant in writing of the recommendation  
of Division staff to revoke the conditional acceptance of Applicant into the Corporate  
Leniency Program and will provide Counsel an opportunity to meet with the Division  
regarding the potential revocation. Should the Antitrust Division revoke the conditional  
acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division  
may thereafter initiate a criminal prosecution against Applicant in connection with the  
anticompetitive activity being reported, without limitation. Should such a prosecution be  
initiated, the Antitrust Division may use against Applicant in any such prosecution any  
documents, statements, or other information provided to the Division at any time  
pursuant to this Agreement by Applicant or by any of its current directors, officers, or  
employees. Applicant understands that the Antitrust Division's Leniency Program is an  
exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not,  
and will not, seek judicial review of any Division decision to revoke its conditional  
3  
ATR/FOIA-784  
leniency unless and until it has been charged by indictment or information for engaging  
in the anticompetitive activity being reported.  
4. Non-Prosecution Protection For Corporate Directors, Officers, And  
Employees: Subject to verification of Applicant's representations in paragraph 1 above,  
and subject to Applicant's full, continuing, and complete cooperation as described in  
paragraph 2 above, the Antitrust Division agrees that covered employees who admit to  
the Division their knowledge of, or participation in, and fully and truthfully cooperate  
with the Division in its investigation of the anticompetitive activity being reported, shall  
not be prosecuted criminally by the Antitrust Division for any act or offense committed  
during their period of employment at Applicant prior to the date of this letter in  
connection with the anticompetitive activity befog reported. Such full and truthful  
cooperation shall include, but not be limited to:  
(a) producing in the United States all documents and records,  
including personal documents and records, and other materials,  
wherever located, not privileged under the attorney-client privilege  
or work-product privilege, requested by attorneys and agents of the  
United States in connection with the anticompetitive activity being  
reported;  
(b) making himself or herself available for interviews in the United  
States upon the request of attorneys and agents of the United States  
in connection with the anticompetitive activity being reported;  
(c) responding fully and truthfully to alt inquiries of the United States  
in connection with the anticompetitive activity being reported,  
without falsely implicating any person or intentionally withholding  
any information, subject to the penalties of making false statements  
(18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
(d) otherwise voluntarily providing the United States with any  
materials or information, not requested in (a) - (c) of this paragraph  
and not privileged under the attorney-client privilege or work 
product privilege, that he or she may have relevant to the  
anticompetitive activity being reported; and  
(e) when called upon to do so by the United States, testifying in trial  
and grand jury or other proceedings in the United States, fully,  
truthfully, and under oath, subject to the penalties of perjury  
(18 U.S.C. § 1621), making false statements or declarations in  
grand jury or court proceedings (18 U.S.C. § 1623), contempt  
(18 U.S.C. §§ 401-402), and obstruction of justice  
(18 U.S.C. § 1503 et seq.), in connection with the anticompetitive  
activity being reported.  
4  
ATR/FOIA-785  
The commitments in this paragraph are binding only upon the Antitrust Division,  
although, upon the request of Applicant, the Division will bring this Agreement to the  
attention of other prosecuting offices or administrative agencies. In the event a covered  
employee fails to comply fully with his or her obligations hereunder, this Agreement as it  
pertains to such individual shall be void, and any conditional leniency, immunity, or non-  
prosecution (hereinafter “conditional non-prosecution protection”) granted to such  
individual under this Agreement may be revoked by the antitrust division. The Antitrust  
Division also reserves the right to revoke the conditional non-prosecution protection of  
this Agreement with respect to any covered employee who the Division determines  
caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who  
continued to participate in the anticompetitive activity being reported after applicant  
took action to terminate its participation in the activity and notified the individual to  
cease his or her participation in the activity, or who obstructed or attempted to obstruct an  
investigation of the anticompetitive activity being reported at any time, where the  
obstruction occurred before or after the date of this Agreement. Absent exigent  
circumstances, before the Antitrust Division makes a final determination to revoke an  
individual’s conditional non-prosecution protection, the Division will notify counsel for  
such individual and Applicant’s counsel in writing of the recommendation of Division  
staff to revoke the conditional non-prosecution protection granted to the individual under  
this Agreement and will provide counsel an opportunity to meet with the Division  
regarding the potential revocation. Should any conditional non-prosecution protection  
granted to an individual under this Agreement be revoked, the Antitrust Division may  
thereafter prosecute such individual criminally in connection with the anticompetitive  
activity being reported, without limitation, and may use against such individual in such  
prosecution any documents, statements, or other information which was provided to the  
Division at any time pursuant to this Agreement by applicant or by any of its current  
Directors, officers, or employees, including such individual. Judicial review of any  
Antitrust Division decision to revoke any conditional non-prosecution protection granted  
To an individual under this Agreement is not available unless and until the individual has  
Been charged by indictment or information for engaging in the anticompetitive activity  
Being reported.  
5. [REDACTED TEXT] Investigation: Applicant acknowledges that [REDACTED TEXT]  
A separate investigation into [REDACTED TEXT]  
Or other conduct constituting a criminal violation of Section 1 of the  
Sherman Act, 15 U.S.C. § 1, in the [REDACTED TEXT]  
And that some of its  
Current and former directors, officers, or employees are, or may become, subjects, targets,  
Or defendants in that separate investigation. Nothing in this Agreement limits the United  
States from criminally prosecuting Applicant or any of its current or former directors,  
Officers, or employees in connection with [REDACTED TEXT]  
The status of Applicant or any of its current or former directors, officers, or employees as  
A subject, target, or defendant in the [REDACTED TEXT] does not  
Abrogate, limit, or otherwise affect applicant’s cooperation obligations under paragraph 2  
5  
ATR/FOIA-786  
Above, including its obligation to use its best efforts to secure the ongoing, full, and  
truthful cooperation of covered employees, or the cooperation obligations of covered  
employees under paragraph 4 above. A failure of a covered employee to comply fully  
with his or her obligations described in paragraph 4 above includes, but is not limited to,  
regardless of any past or proposed cooperation, not making himself or herself available in  
the United States for interviews and testimony in trial, grand jury, or other proceedings  
upon the request of attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because he or she has been, or anticipates being,  
charged, indicted, or arrested in the United states for violations of federal antitrust law  
involving the [REDACTED TEXT] Such a failure also includes, but is  
not limited to, not responding fully and truthfully to all inquiries of the United States in  
connection with the anticompetitive activity being reported because his or her responses  
may also relate to, or tend to incriminate him or her in, the [REDACTED TEXT]  
Failure to comply fully with his or her cooperation obligations further  
Includes, but is not limited to, not producing in the United States all documents, including  
Personal documents and records, and other materials requested by attorneys and agents of  
The United States in connection with the anticompetitive activity being reported because  
Those documents may also relate to, or tend to incriminate him or her in, the [Redacted  
Text] The cooperation obligations of paragraph 4 above do not  
Apply to requests by attorneys and agents or the United States directed at [REDACTED  
Text] if  
Such requests are not, in whole or in part, made in connection with the anticompetitive  
Activity being reported. The Antitrust division may use any documents, statements, or  
Other information provided by Applicant or by any of its current or former directors,  
Officers, or employees to the Division at any time pursuant to this Agreement against  
Applicant or any of its current or former directors, officers, or employees in any  
Prosecution arising out of the [REDACTED TEXT] as well as in any  
Other prosecution.  
6. Entire Agreement: This letter constitutes the entire agreement between the  
Antitrust Division and applicant, and supersedes all prior understandings, if any, whether  
Oral or written, relating to the subject matter herein. This Agreement cannot be modified  
Except in writing, signed by the Antitrust and Applicant.  
6  
ATR/FOIA-787  
7. Authority And Capacity: The Antitrust Division and Applicant represent and  
warrant each to the other that the signatories to this Agreement on behalf of each party  
hereto have all the authority and capacity necessary to execute this Agreement and to  
bind the respective parties hereto.  
The signatories below acknowledge acceptance of the foregoing terms and  
conditions.  
Sincerely, [REDACTED TEXT]  
[REDACTED TEXT]  
7  
ATR/FOIA-788  
[REDACTED TEXT]  
[REDACTED TEXT]  
Dear [REDACTED TEXT]  
This letter sets forth the terms and conditions of an agreement between the Antitrust  
Division of the United States Department of Justice and [REDACTED TEXT]  
"Applicant") in connection with [REDACTED TEXT] or  
other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in  
the [REDACTED TEXT] involving [REDACTED TEXT]  
This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this  
Agreement, and (2) cooperating in the Antitrust Division's investigation as required by  
paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency  
and provides the required cooperation, the Antitrust Division will notify Applicant in writing that  
it has been granted unconditional leniency. It is further agreed that disclosures made by counsel  
for Applicant in furtherance of the leniency application will not constitute a waiver of the  
attorney-client privilege or the work-product privilege. Applicant represents th.at it is fully  
familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993  
(attached), which is incorporated by reference herein.3  
3 For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [REDACTED TEXT]  
1  
ATR/FOIA-789  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1 of the Sherman  
Act in the [REDACTED TEXT] involving [REDACTED  
TEXT] ("the anticompetitive activity being reported").  
Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in  
connection with the anticompetitive activity being reported, it:  
a. took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
b. did not coerce any other party to participate in the anticompetitive activity being reported  
and was not the leader in, or the originator of, the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including  
the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported  
means discovery by the authoritative representatives of Applicant for legal matters, either the  
board of directors or counsel representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the  
Antitrust Division in connection with the anticompetitive activity being reported, including, but  
not limited to, the following:  
a. providing a full exposition of all facts known to Applicant relating to the anticompetitive  
activity being reported;  
b. providing promptly, and without requirement of subpoena, all documents, information, or  
other materials in its possession, custody, or control, wherever located, not privileged  
under the attorney-client privilege or work-product privilege, requested by the Antitrust  
Division in connection with the anticompetitive activity being reported, to the extent not  
already produced;  
c. using its best efforts to secure the ongoing, full, and truthful cooperation of the current  
directors, officers, and employees of Applicant (collectively "covered employees''), and  
encouraging such persons voluntarily to provide the Antitrust Division with any  
information they may have relevant to the anticompetitive activity being reported;  
d. facilitating the ability of covered employees to appear for such interviews or testimony in  
connection with the anticompetitive activity being reported as the Antitrust Division may  
require at the times and places designated by the Division;  
e. using it best efforts to ensure that covered employees who provide information to the  
Antitrust Division relevant to the anticompetitive activity being reported respond  
2  
ATR/FOIA-790  
completely, candidly, and truthfully to all questions asked in interviews and grand jury  
appearances and at trial;  
f. using its best efforts to ensure that covered employees who provide information to the  
Antitrust Division relevant to the anticompetitive activity being reported make no attempt  
either falsely to protect or falsely to implicate any person or entity; and  
g. making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay  
restitution to any person or entity injured as a result of the anticompetitive activity being  
reported, in which Applicant was a participant. However, Applicant is not required to pay  
restitution to victims whose antitrust injuries are independent of any effects on United  
States domestic commerce proximately caused by the anticompetitive activity being  
reported.  
3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1  
above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2  
above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the  
Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant  
to that policy, the Antitrust Division agrees not to bring any criminal prosecution against  
Applicant for any act or offense it may have committed prior to the date of this letter in  
connection with the anticompetitive activity being reported. The commitments in this paragraph  
are binding only upon the Antitrust Division, although, upon request of Applicant, the Division  
will bring this Agreement to the attention of other prosecuting offices or administrative agencies.  
If at any time before Applicant is granted unconditional leniency the Antitrust Division  
determines that Applicant (1 ) contrary to its representations in paragraph 1 of this Agreement, is  
not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional  
acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division  
makes a final determination to revoke Applicant's conditional leniency, the Division will notify  
counsel for Applicant in writing of the recommendation of Division staff to revoke the  
conditional acceptance of Applicant into the Corporate Leniency Program and will provide  
counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency  
Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant  
in connection with the anticompetitive activity being reported, without limitation. Should such a  
prosecution be initiated, the Antitrust Division may use against Applicant in any such  
prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its covered employees. Applicant  
understands that the Antitrust Division's Leniency Program is an exercise of the Division's  
prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review  
of any Division decision to revoke its conditional leniency unless and until it has been charged  
by indictment or information for engaging in the anticompetitive activity being reported.  
4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject  
to verification of Applicant' s representations in paragraph 1 above, and subject to Applicant's  
full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust  
3  
ATR/FOIA-791  
Division agrees that covered employees of Applicant who admit to the Division their knowledge  
of, or participation in, and fully and truthfully cooperate with the Division in its investigation of,  
the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust  
Division for any act or offense committed during their period of employment at Applicant prior  
to the date of this letter-in connection with the anticompetitive activity being reported. Such full  
and truthful cooperation shall include, but not be limited to:  
a. producing in the United States all documents and records, including personal documents  
and records, and other materials, wherever located, not privileged under the attorney 
client privilege or work-product privilege, requested by attorneys and agents of the  
United States in connection with the anticompetitive activity being reported;  
b. making himself or herself available for interviews in the United States upon the request  
of attorneys and agents of the United States in connection with the anticompetitive  
activity being reported;  
c. responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or  
intentionally withholding any information, subject to the penalties of making false  
statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
d. otherwise voluntarily providing the United States with any materials or information, not  
requested in (a) - (c) of this paragraph and not privileged under the attorney-client  
privilege or work-product privilege, that he or she may have relevant to the  
anticompetitive activity being reported; and  
e. when called upon to do so by the United States, testifying in trial and grand jury or other  
proceedings in the United States, fully, truthfully, and under oath, subject to the penalties  
of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or  
court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction  
of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being  
reported.  
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon  
the request of Applicant, the Division will bring this Agreement to the attention of other  
prosecuting offices or administrative agencies. In the event a covered employee of Applicant  
fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may  
be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee  
of Applicant who the Division determines caused Applicant to be ineligible for leniency under  
paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the  
individual to cease his or her participation in the activity, or who obstructed or attempted to  
obstruct an investigation of the anticompetitive activity being reported at any time, whether the  
obstruction occurred before or after the date of this Agreement. Absent exigent circumstances,  
before the Antitrust Division makes a final determination to revoke an individual's conditional  
4  
ATR/FOIA-792  
non-prosecution protection, the Division will notify counsel for such individual and Applicant's  
counsel in writing of the recommendation of Division staff to revoke the conditional non 
prosecution protection granted to the individual under this Agreement and will provide counsel  
an opportunity to meet with the Division regarding the potential revocation. Should any  
conditional non-prosecution protection granted to an individual under this Agreement be  
revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection  
with the anticompetitive activity being reported, without limitation, and may use against such  
individual in such prosecution any documents, statements, or other information which was  
provided to the Division at any time pursuant to this Agreement by Applicant or by any of its  
covered employees, including such individual. Judicial review of any Antitrust Division decision  
to revoke any conditional non-prosecution protection granted to an individual under this  
Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
5. [REDACTED TEXT] Investigations: Applicant  
acknowledges that [REDACTED TEXT] a separate investigation into [REDACTED TEXT] or other conduct constituting a criminal violation of Section 1 of the  
Sherman Act, 15 U.S.C. § 1 and related statutes, in the [REDACTED TEXT] and that some of its current and former directors, officers, or  
employees [REDACTED TEXT] may become, subjects, targets, or defendants in that separate  
[REDACTED TEXT] as well as in the investigation of [REDACTED TEXT]  
or other conduct constituting a criminal violation of Section 1 of the Sherman  
Act, 15 U.S.C. § 1, and related statutes, in the [REDACTED TEXT]  
Nothing in this Agreement limits the United States from criminally  
prosecuting in the [REDACTED TEXT] any of  
Applicant's [REDACTED TEXT]  
The status of Applicant or any of its current or former directors, officers, or  
employees [REDACTED TEXT] in the [REDACTED TEXT]  
does not abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing,  
full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his  
or her obligations described in paragraph 4 above includes, but is not limited to, regardless of  
any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys  
5  
ATR/FOIA-793  
and agents of the United States in connection with the anticompetitive activity being reported  
because he or she has been, or anticipates being, charged, indicted, or arrested in the United  
States for violations of federal antitrust law and related statutes involving the [REDACTED TEXT]  
Such a failure also includes, but is not limited to, not  
responding fully and truthfully to all inquiries of the United States in connection with the  
anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in, the [REDACTED TEXT] Failure to comply fully with his or her cooperation obligations further includes, but is not limited  
to, not producing in the United States all documents, including personal documents and records,  
and other materials requested by attorneys and agents of the United States in connection with the  
anticompetitive activity being reported because those documents may also relate to, or tend to  
incriminate him or her in, the [REDACTED TEXT] The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of  
the United States directed at [REDACTED TEXT] in the  
[REDACTED TEXT]  
if such requests are not, in whole or in part,  
made in connection with the anticompetitive activity being reported. The Antitrust Division may  
use any documents, statements, or other information provided by Applicant or by any of its  
covered employees to the Division at any time pursuant to this Agreement against Applicant or  
any of its current or former directors, officers, or employees in any prosecution arising out of the  
[REDACTED TEXT] as well as in any other prosecution.  
6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust  
Division and Applicant, and supersedes all prior understandings, if any, whether oral or written,  
relating to the subject matter herein. This Agreement cannot be modified except in writing,  
signed by the Antitrust Division and Applicant.  
7. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to  
the other that the signatories to this Agreement on behalf of each party hereto have all the  
authority and capacity necessary to execute this Agreement and to bind the respective parties  
hereto.  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely, [REDACTED TEXT]  
6  
ATR/FOIA-794  
[REDACTED TEXT]  
7  
ATR/FOIA-795  
[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] (hereinafter referred to as "Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [Redacted Text]. This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [footnote 1]  
[footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted Text]  
-1  
ATR/FOIA-796  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
(a) took prompt and effective action to terminate its participation ill the anticompetitive activity being reported upon discovery of the activity; and  
(b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
(a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
(b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced;  
(c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, its former employees, and the following [Redacted Text] who acted as agents of Applicant: [Redacted Text] (collectively referred to as "covered employees"), [Redacted Text] and encouraging such persons voluntarily to provide the Antitrust Division  
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ATR/FOIA-797  
with any information they may have relevant to the anticompetitive activity being reported;  
(d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division;  
(e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial;  
(f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and  
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to  
victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported.  
3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part B of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the  
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ATR/FOIA-798  
Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its covered employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
4. Non-Prosecution Protection For Covered Employees: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed while that person was acting as a covered employee of Applicant prior to the date  
of this letter in connection with the anticompetitive activity being reported. The protections granted in this paragraph do not apply to any act or offense committed by any covered employee on behalf of a person or entity other than Applicant. The protections granted in this paragraph [Redacted Text]. Such full and truthful cooperation shall include, but not be limited to:  
(a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
(c) responding fully and truthfully to all inquiries of the United States m connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information; subject to the penalties of making false statements (18 U .S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and  
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ATR/FOIA-799  
(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 (1 8 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported.  
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection”) granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee of Applicant who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or  
attempted to obstruct an investigation of the anticompetitive activity being reported at any time; whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its covered employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
5. [Redacted Text] Investigation: Applicant acknowledges that [Redacted Text] a separate investigation into [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, and related statutes, in the [Redacted Text] investigation"), and that some of its current and former directors, officers,  
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ATR/FOIA-800  
employees, [Redacted Text] are, or may become, subjects, targets, or defendants in that separate investigation. Nothing in this Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, employees, [Redacted Text] in connection with the Redacted Text]. The status of Applicant or any of its current or former directors, officers, employees, [Redacted Text] as a subject, target, or defendant in the [Redacted Text] does not abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violations of federal antitrust law and related statutes involving the [Redacted Text]. Such a failure also includes, but is not limited to, not responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in, the [Redacted Text]. Failure to comply fully with his or her cooperation obligations further includes, but is not limited to, not producing in the United States all  
documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the [Redacted Text]. The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted Text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity being reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its covered employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, employees, [Redacted Text] in any prosecution arising out of the [Redacted Text] as well as in any other prosecution.  
6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
7. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the  
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ATR/FOIA-801  
authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely,  
[Redacted Text]  
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ATR/FOIA-802  
[Redacted Text]  
[Redacted Text]  
Dear [Redacted Text]  
This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] "Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [Redacted Text]. This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney client privilege or the work-product protection. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [footnote 1]  
AGREEMENT  
[footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted Text]  
ATR/FOIA-803  
1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it:  
(a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and  
(b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity.  
Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being  
reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
(a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported;  
(b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product protection, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced;  
(c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, [Redacted Text] "covered employees”), and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported;  
(d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division;  
ATR/FOIA-804  
(e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial;  
(f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and  
(g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported.  
3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against  
Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its covered employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
ATR/FOIA-805  
4. Non-Prosecution Protection For Covered Employees: Subject to verification of Applicant' s representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees of Applicant who admit to the Division their knowledge of or participation in, and fully and truthfully cooperate with the Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. The non-prosecution protections granted in this paragraph do not apply to any former directors, officers, or employees of Applicant who is not deemed a covered employee pursuant to Paragraph 2(c) above.  
Such full and truthful cooperation shall include, but not be limited to:  
(a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product protection, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
(b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported;  
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and  
(e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported.  
The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply  
ATR/FOIA-806  
fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should  
any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any covered employee, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
6. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto  
ATR/FOIA-807  
have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto.  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely,  
[Redacted Text]  
ATR/FOIA-808  
[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 Co111ornte Leniency Policy and the attached Conditional Leniency Agreement between [Redacted Text] and the Antitrust Division dated [Redacted Text] regarding [Redacted Text]. Therefore, [Redacted Text] leniency application is hereby granted.  
Sincerely,  
[Redacted Text]  
ATR/FOIA-809  
[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 [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [Redacted Text]. This Agreement is conditional and depends upon Applicant (1) establishing that [Redacted Text] is eligible for leniency as [Redacted Text] represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that [Redacted Text] is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that [Redacted Text] has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that [Redacted Text] is fully familiar with the Antitrust Division's Leniency Policy for Individuals dated August 10, 1994 (attached), which is incorporated by reference herein. [footnote 1]  
AGREEMENT  
1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that [Redacted Text] is eligible  
[footnote 1] For a further explanation of the Antitrust Division's Leniency Policy for Individuals and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted Text]  
ATR/FOIA-810  
to receive leniency in 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. Applicant agrees that [Redacted Text] bears the burden of proving [Redacted Text] eligibility to receive leniency, including the accuracy of the representations made in this paragraph, and that [Redacted Text] fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement.  
2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following:  
(a) producing in the United States all documents and records, including personal documents and records, and other materials in [Redacted Text] possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, 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;  
(c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.);  
(d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that [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 et seq.), in connection with the anticompetitive activity being reported.  
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ATR/FOIA-811  
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 the attached Leniency Policy for Individuals. 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 [footnote 2] in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to [Redacted Text] representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Individual Leniency Program. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Individual Leniency Program and will  
provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Individual Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided by Applicant to the Division at any time pursuant to this Agreement. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and [Redacted Text] agrees that [Redacted Text] may not, and will not, seek judicial review of any Division decision to revoke [Redacted Text] conditional leniency unless and until [Redacted Text] has been charged by indictment or information for engaging in the anticompetitive activity being reported.  
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. This Agreement  
[footnote 2] If there is a significant lapse in time between the date the applicant terminated his or her participation in the anticompetitive activity being reported and the date the applicant reported the activity to the Antitrust Division, the Division reserves the right to grant conditional leniency only up to the date the applicant terminated his or her participation in the activity.  
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ATR/FOIA-812  
cannot be modified except in writing, signed by the Antitrust Division and Applicant.  
The signatories below acknowledge acceptance of the foregoing terms and conditions.  
Sincerely,  
[Redacted Text]  
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ATR/FOIA-813