Appendix D

• Pages: 315-316

315

APPENDIX D

LETTER AGREEMENT BETWEEN A GROUP OF

INVESTIGATING STATES AND A PRODUCING

PARTY IN A MERGER REVIEW

This will confirm our proposal to facilitate the coordination of the

investigations by the [Federal Agency] and the Attorneys General of the

States of [the “States”] on the understandings outlined below:

1. [Producing Party] will promptly produce pursuant to a civil

investigative demand to the office of the Attorney General of [name of

State acting as liaison] (the “Liaison State”) any documents, filings,

information and analysis (“Documents”) in connection with the merger

of [merging parties] (the “Merger”) submitted to the [Federal Agency] to

date;

2. [Producing Par ty] will also prod uce pursuant to a ci vil investigat ive

demand to the office of the Attorney General of the Liaison State all

documents submitted to the [Federal Agency] in the future in connection

with the Merger;

3. Solely to facilitate the production of such documents and to permit

discussion and sharing between the States and the [Federal Agency],

Producing Party] agrees to a limited waiver of the confident iality

provisions of the Hart-Scott-Rodino Act, 15 U.S.C. § 18a(h), and [other

relevant state or federal statutes].

4. The States agree to:

(i) use such Documents and the information

contained therein for the sole purpose of

investigating and, if necessary, challenging the

proposed Merger;

(ii) maintain the Documents and information

in confidence;