Appendix 17. Model Process & Timing Agreement

• Pages: 441-447

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APPENDIX 17

MODEL PROCESS & TIMING AGREEMENT

For use only as part of the

Merger Review Process

Initiative

Merger Review Process Initiative

Model Process & Timing Agreement

DATE

BY FACSIMILE and E-MAIL

[COUNSEL for acquiring company A]

[COUNSEL for acquired company B]

Re: [Transaction] - Proposed Stipulations Concerning the

Parties' Second Request Compliance, Depositions, the

Timing of DOJ Consideration of and Decision-Making

Concerning the Proposed Transaction, and the Timing of

any Post-Complaint Discovery in the Event of a

Challenge by the DOJ

Dear [COUNSEL]:

This letter sets forth the understandings between the Department of

Justice ("DOJ"), Company A, and Company B in connection with the

proposed acquisition by A of B, which is the subject of the requests for

additional information and documents issued by DOJ on [DATE]

("Second Requests"). It is agreed as follows: