1 

 1010013 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Jon Leibowitz, Chairman 

Pamela Jones Harbour 

 William E. Kovacic 

 J. Thomas Rosch 

______________________________________________________ 

 ) 

In the Matter of ) 

 ) 

SERVICE CORPORATION INTERNATIONAL, ) Docket No. C-4284 

 a corporation, ) 

 ) 

and ) 

 ) 

KEYSTONE NORTH AMERICA INC. ) 

 a corporation. ) 

______________________________________________________) 

ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS 

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Respondent Service Corporation International (“SCI”) of Respondent 

Keystone North America Inc. (“KNA”), and Respondents having been furnished thereafter with 

a copy of a draft of Complaint that the Bureau of Competition proposed to present to the 

Commission for its consideration and which, if issued by the Commission, would charge 

Respondents with violations of Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18, and 

Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and 

Respondents, their attorneys, and counsel for the Commission having thereafter executed 

a Consent Agreement, containing an admission by Respondents of all the jurisdictional facts set 

forth in the aforesaid draft of Complaint, a statement that the signing of said Consent Agreement 

is for settlement purposes only and does not constitute an admission by Respondents that the law 

has been violated as alleged in such Complaint, or that the facts as alleged in such Complaint, 

other than jurisdictional facts, are true, and waivers and other provisions as required by the 

Commission’s Rules; and 

The Commission having thereafter considered the matter and having determined to 

accept the executed Consent Agreement and to place such Consent Agreement on the public 

record for a period of thirty (30) days for the receipt and consideration of public comments, now 

in further conformity with the procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, 
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hereby issues its Complaint, makes the following jurisdictional findings, and issues this Order to 

Hold Separate and Maintain Assets (“Hold Separate Order”): 

1. Respondent Service Corporation International (“SCI”) is a corporation organized, 

existing and doing business under and by virtue of the laws of the State of Texas, 

with its corporate head office and principal place of business located at 1929 

Allen Parkway, Houston, Texas 77019. 

2. Respondent Keystone North America Inc. is a corporation organized, existing and 

doing business under and by virtue of the laws of Canada, with its registered and 

head office at Suite 2400, 250 Yonge Street, Toronto, Ontario, M5B 2M6. 

Respondent KNA does business in the United States through its headquarters, 

which is located at 400 North Ashley Drive, Suite 1900, Tampa, Florida 33602. 

3. The Commission has jurisdiction of the subject matter of this proceeding and of 

the Respondents, and the proceeding is in the public interest. 

ORDER 

I.

IT IS ORDERED that in addition to definitions in the Consent Agreement and the 

Decision and Order, which are incorporated herein by reference and made a part hereof, the 

following definitions shall apply: 

A. “SCI” means Service Corporation International, its directors, officers, employees, agents, 

representatives, successors, and assigns; and its subsidiaries, divisions, groups, and 

affiliates controlled by Service Corporation International (including, after the Acquisition 

Effective Date, KNA) and the respective directors, officers, employees, agents, 

representatives, successors, and assigns of each. 

B. “KNA” means Keystone North America Inc., its directors, officers, employees, agents, 

representatives, successors, and assigns; and its subsidiaries, divisions, groups, and 

affiliates controlled by Keystone North America Inc., and the respective directors, 

officers, employees, agents, representatives, successors, and assigns of each. 

C. “Respondents” means, collectively, SCI and KNA, provided however, that, after the 

Acquisition Effective Date, Respondents shall mean SCI. 

D. “Commission” means the Federal Trade Commission. 

E. “Consent Agreement” means the Agreement Containing Consent Orders in this matter. 
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F. “Decision and Order” means the: 

1. Proposed Decision and Order contained in the Consent Agreement in this matter 

until the issuance of a final Decision and Order by the Commission, and 

2. Final Decision and Order issued by the Commission in this matter. 

G. “Hold Separate Business” means a business that includes each KNA Divestiture Business 

until the day after such KNA Divestiture Business is fully and finally divested to an 

Acquirer. 

H. “Hold Separate Manager” means any Hold Separate Manager appointed pursuant to this 

Order. 

I. “Hold Separate Order” means this Order to Hold Separate and Maintain Assets. 

J. “Hold Separate Period” means the time period starting on the Acquisition Effective Date 

and continuing so long as the Hold Separate Business includes at least one Divestiture 

Business. 

K. “Interim Monitor” means any monitor appointed pursuant to this Hold Separate Order or 

the Decision and Order. 

L. “KNA Confidential Business Information” means Confidential Divestiture Business 

Information that relates to one or more KNA Divestiture Businesses. 

M. “KNA Divestiture Business” means a Divestiture Business that was owned or operated 

by KNA prior to the Acquisition Effective Date. 

N. “KNA Hold Separate Employees” means any and all full-time, part-time, or contract 

employees of Respondent KNA whose duties relate primarily to operation of one or more 

KNA Divestiture Businesses included in the Hold Separate Business and such other 

employees of Respondent KNA, other than Support Service Employees, as are necessary 

to maintain the economic viability, marketability, and competitiveness of the Hold 

Separate Business and operate the Hold Separate Business, and each KNA Divestiture 

Business included in the Hold Separate Business, in the regular and ordinary course and 

in accordance with past practice. 

O. “Orders” means the Decision and Order and Hold Separate Order. 

P. “SCI Confidential Business Information” means Confidential Divestiture Business 

Information that relates to one or more SCI Divestiture Businesses. 

Q. “SCI Divestiture Business” means a Divestiture Business that was owned or operated by 

Respondent SCI prior to Acquisition Effective Date. 
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R. “SCI Divestiture Employees” means any and all full-time, part-time, or contract 

employees of Respondent SCI whose duties relate primarily to operations of one or more 

SCI Divestiture Business(es) and such other SCI employees, other than Support Service 

Employees, as are necessary to maintain the economic viability, marketability, and 

competitiveness of the SCI Divestiture Businesses, and operate them in the regular and 

ordinary course and in accordance with past practice. 

S. “Support Services” means (i) human resources and administrative services such as 

payroll processing, labor relations support, pension administration, and procurement and 

administration of employee benefits, including health benefits; (ii) federal and state 

regulatory compliance and policy development services; (iii) environmental health and 

safety services; (iv) financial accounting services; (v) preparation of tax returns; (vi) audit 

services; (vii) information technology support services; (viii) processing of accounts 

payable and accounts receivable; (ix) technical support; (x) procurement of supplies; (xi) 

maintenance and repair of facilities; (xii) legal services or (xiii) other services (excluding 

pricing, marketing, strategic planning or other services related to engaging or responding 

to competition) that either Respondent, in the ordinary course of business, provides to 

one or more Divestiture Businesses through third party contracts, or employees who 

provide such services generally to Facilities owned and operated by such Respondent. 

T. “Support Services Employee” means an employee or contractor of either Respondent 

whose duties primarily relate to providing Support Services and do not involve assisting 

Facilities with pricing, marketing, strategic planning or other services related to engaging 

or responding to competition. 

II.

IT IS FURTHER ORDERED that 

A. From the date Respondents execute the Consent Agreement until the date the Hold 

Separate Order terminates, Respondents shall take all actions necessary to maintain the 

full economic viability, marketability, and competitiveness of each Divestiture Business 

until and unless such Business is fully and finally transferred to an Acquirer, and to 

prevent the destruction, removal, wasting, deterioration, or impairment of each such 

Business (except for ordinary wear and tear). Further, Respondents shall not sell, 

transfer, encumber, or otherwise impair a Divestiture Business other than in the manner 

prescribed in the Decision and Order. 

B. Respondent SCI shall maintain the operations of each SCI Divestiture Business in the 

regular and ordinary course of the Business and in accordance with past practice 

(including regular repair and maintenance of the assets of such business) from the date 

Respondent SCI executes the Consent Agreement until the day after full and final transfer 

of the Business to an Acquirer. 
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C. In operating and maintaining each SCI Divestiture Business, Respondent SCI shall: 

1. provide each SCI Divestiture Business with sufficient working capital to operate 

at least at current rates of operation and to carry on, at least at their scheduled 

pace, all planned capital projects, business plans, and promotional activities; 

2. continue, at least at their scheduled pace, any additional expenditures for each SCI 

Divestiture Business that were authorized prior to the date the Consent Agreement 

was signed by Respondent SCI, including, but not limited to, promotional, 

marketing, and sales expenditures; 

3. use best efforts, consistent with past practice, to maintain and increase sales of 

each SCI Divestiture Business and provide such resources as may be necessary to 

respond to competition against each SCI Divestiture Business; 

4. provide such Support Services to each SCI Divestiture Business as were being 

provided as of the date the Consent Agreement was signed by Respondent SCI; 

5. use best efforts to preserve and maintain existing relationships with the customers, 

suppliers, vendors, private and governmental entities, and others having business 

relations with each SCI Divestiture Business; 

6. provide the SCI Divestiture Employees with the authority and resources necessary 

to maintain and operate the SCI Divestiture Business(es) in a manner consistent 

with past practice and this Hold Separate Order; 

7. ensure that no SCI Divestiture Employee has responsibilities or duties related to 

the operation or management of a SCI Divestiture Business and a Facility 

acquired through the Acquisition if the SCI Divestiture Business and the Facility 

are located in the same geographic or product market, as such markets are alleged 

in the Complaint; 

8. continue all financial and other benefits of the SCI Divestiture Employees and 

provide financial incentives to such employees to continue in their positions and 

to operate and maintain the SCI Divestiture Business(es) in a manner consistent 

with past practice and this Hold Separate Order; and 

9. replace any SCI Divestiture Employee who leaves the employ of Respondent with 

an employee of similar skill, training and expertise, and treat such employee as a 

SCI Divestiture Employee under the terms of this Hold Separate Order. 

D. From the date Respondent KNA executes the Consent Agreement until the Acquisition 

Effective Date, Respondent KNA shall maintain the operations of each KNA Divestiture 

Business in the regular and ordinary course of the Business and in accordance with past 

practice (including regular repair and maintenance of the assets of such business). In 

operating and maintaining each KNA Divestiture Business, Respondent KNA shall: 
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1. provide each KNA Divestiture Business with sufficient working capital to operate 

at least at current rates of operation and to carry on, at least at their scheduled 

pace, all planned capital projects, business plans, and promotional activities; 

2. continue, at least at their scheduled pace, any additional expenditures for each 

KNA Divestiture Business that were authorized prior to the date the Consent 

Agreement was signed by Respondent KNA, including, but not limited to, 

promotional, marketing, and sales expenditures; 

3. use best efforts, consistent with past practice, to maintain and increase sales of 

each KNA Divestiture Business and provide such resources as may be necessary 

to respond to competition against each KNA Divestiture Business; 

4. provide such Support Services to each KNA Divestiture Business as were being 

provided as of the date the Consent Agreement was signed by Respondent KNA; 

5. use best efforts to preserve and maintain existing relationships with the customers, 

suppliers, vendors, private and governmental entities, and others having business 

relations with each KNA Divestiture Business; 

6. continue all financial and other benefits of the KNA Hold Separate Employees 

and provide financial incentives to such employees to continue in their positions 

and to operate and maintain the KNA Divestiture Business(es) in a manner 

consistent with past practice and this Hold Separate Order; and 

7. replace any KNA Hold Separate Employee who leaves the employ of Respondent 

with an employee of similar skill, training and expertise, and treat such employee 

as a KNA Hold Separate Employee under the terms of this Hold Separate Order. 

E. During the Hold Separate Period, Respondent SCI shall 

1. maintain the Hold Separate Business separate, apart, and independent from 

Respondent’s other businesses and assets as required by this Hold Separate Order; 

vest the Interim Monitor and the Hold Separate Manager with all rights, powers, 

and authority necessary to conduct the business of the Hold Separate Business; 

2. not exercise direction or control over, or influence directly or indirectly, the Hold 

Separate Business or any of its operations, except to the extent necessary to fulfill 

Respondents’ obligations under the Orders and applicable laws; and 

3. provide Support Services to the Hold Separate Businesses as may be requested by 

the Interim Monitor and/or Hold Separate Manager. 

F. Within ten (10) days of a request by the Commission or by an Acquirer or proposed 

Acquirer (as applicable), Respondents shall, to the extent permitted by law, provide to 

such Acquirer or proposed Acquirer, the following information regarding each 

Divestiture Business Employee whose duties relate to a Divestiture Business that 

Respondents propose to or have divested to such Acquirer: 
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1. name, job title or position, date of hire, and effective service date; 

2. a specific description of the employee’s responsibilities; 

3. the base salary or current wages; 

4. the most recent bonus paid, aggregate annual compensation for the relevant 

Respondent’s last fiscal year, and current target or guaranteed bonus, if any; 

5. employment status (i.e., active or on leave or disability; full-time or part-time); 

6. any other material terms and conditions of employment in regard to such 

employee that are not otherwise generally available to similarly situated 

employees; and 

7. at the option of the proposed Acquirer or Acquirer (as applicable), copies of all 

employee benefit plans and summary plan descriptions (if any) applicable to the 

relevant employees. 

G. Respondents shall not interfere with the employment by an Acquirer of any Divestiture 

Business Employee; shall not offer any incentive to such Employee to decline 

employment with an Acquirer or to accept other employment with Respondents; and shall 

eliminate any contractual impediments that may deter such Employee from accepting 

employment with an Acquirer including, but not limited to, removing any non-compete 

or confidentiality provisions of employment or other contracts that would affect the 

ability of such Employee to be employed by an Acquirer, and paying, or transferring to 

the account of the Employee, all current and accrued bonuses, pensions and other current 

and accrued benefits. 

H. For a period of two (2) years after the last Divestiture Closing Date, Respondent SCI 

shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any 

Divestiture Business Employee(s) who have accepted offers of employment with an 

Acquirer, or who are employed by an Acquirer, to terminate their employment 

relationship with such Acquirer; 

 provided, however, a violation of this provision will not occur if: (1) the 

Employee’s employment has been terminated by an Acquirer; (2) Respondent SCI 

advertises for employees in newspapers, trade publications, or other media not targeted 

specifically at such Employees; or (3) Respondent SCI hires Employees who 

independently apply for employment with Respondent, so long as such Employees were 

not solicited by Respondent SCI in violation of this paragraph. 
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III.

IT IS FURTHER ORDERED that 

A. After the Acquisition Effective Date, Respondents shall not use or disclose Confidential 

Divestiture Business Information to any Person except as follows: 

1. Respondents may disclose Confidential Divestiture Business Information 

regarding a particular Divestiture Business to the Acquirer or proposed Acquirer 

(as the case may be) of such Business or other Persons specifically authorized by 

such Acquirer or proposed Acquirer to receive such information; 

2. Respondents may use and disclose Confidential Divestiture Business Information 

as necessary to comply with the requirements of the Orders, Respondents’ 

obligations to an Acquirer under a Divestiture Agreement(s), or applicable laws; 

and 

3. Respondents may use and disclose Confidential Divestiture Business Information 

as necessary to enforce the terms of any Divestiture Agreement or defend against 

any dispute or legal proceeding, so long as Confidential Divestiture Business 

Information is only disclosed to a Third Party as required by a court or pursuant to 

an appropriate confidentiality order, agreement, or arrangement with the Acquirer 

(if any) of the relevant Divestiture Business (but Respondent shall not be deemed 

to have violated this requirement if the relevant Acquirer withholds such 

agreement unreasonably); and Respondents use their best efforts to obtain a 

protective order to protect the confidentiality of such Confidential Divestiture 

Business Information during any adjudication or other court proceedings; 

provided, that in no case shall KNA Confidential Business Information be 

disclosed to any employee or contractor of Respondents other than a KNA Hold Separate 

Employee or a Support Services Employee unless such disclosure is necessary to comply 

with applicable laws; 

provided further, that in no case shall SCI Confidential Business Information be 

disclosed to any employee of Respondents other than a SCI Divestiture Employee or a 

Support Services Employee unless such disclosure is necessary to comply with applicable 

laws. 

B. Respondent SCI shall require, as a condition of continued employment, that each SCI 

Divestiture Employee agree not to disclose any SCI Confidential Business Information to 

any Person other than a SCI Divestiture Employee except as authorized to do so by 

Respondent SCI. 

C. During the Hold Separate Period, Respondent SCI shall require, as a condition of 

continued employment, that each KNA Hold Separate Employee agree not to disclose 

any KNA Confidential Business Information to anyone other than a fellow KNA Hold 
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Separate Employee, except as authorized to do so by the Interim Monitor, the Interim 

Manager or the Divestiture Trustee. 

D. Respondent SCI shall take such steps as are necessary to reasonably ensure that all 

employees and contractors, other than SCI Divestiture Employees and KNA Hold 

Separate Employees, who possess or obtain Confidential Divestiture Business 

Information, 

1. use and disclose such Confidential Divestiture Business Information only for 

purposes specifically authorized by the Orders, and 

2. do not disclose any Confidential Divestiture Business Information to any 

employee other than a Support Services Employee, a KNA Hold Separate 

Employee, or a SCI Divestiture Employee unless authorized to do so by 

Respondent SCI. 

E. On or before the Acquisition Effective Date, Respondents shall provide written 

notification of the restrictions on the use of Confidential Divestiture Business 

Information that are contained in the Orders to all Divestiture Business Employees and` 

other Respondent Employees who may otherwise have access to Confidential Divestiture 

Business Information and shall require that all such employees acknowledge their 

acceptance and understanding of such restrictions. 

IV.

IT IS FURTHER ORDERED that 

A. The Commission appoints Shaun M. Martin as Interim Monitor and approves the Interim 

Monitor Agreement between Shaun M. Martin and Respondents, attached as Confidential 

Appendix A to the Hold Separate Order entered in this matter. 

B. The Interim Monitor’s duties and responsibilities shall include the following: 

1. the Interim Monitor shall act in a fiduciary capacity for the benefit of the 

Commission; 

2. the Interim Monitor shall have the power and authority to monitor Respondents’ 

compliance with this Hold Separate Order and shall exercise such power and 

authority and carry out his or her duties and responsibilities in a manner 

consistent with the purposes this Hold Separate Order and in consultation with the 

Commission; and 

3. the Interim Monitor may, in his or her sole discretion, consult with third parties in 

the exercise of his or her duties under this Hold Separate Order, or under any 

agreement between the Interim Monitor and Respondent; 
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4. thirty (30) days after the Acquisition Effective Date, and every thirty (30) days 

thereafter until this Hold Separate Order terminates, the Interim Monitor shall 

report in writing to the Commission concerning efforts to accomplish the 

purposes of this Hold Separate Order. Included within that report shall be the 

Interim Monitor’s assessment of the extent to which the Divestiture Businesses 

are, or prior to divestiture were, meeting (or exceeding) their projected goals and 

budgets as reflected in operating plans, budgets, projections, or any other 

regularly prepared financial statements; and 

5. the Interim Monitor shall be permitted, in consultation with the Commission staff, 

to remove the Hold Separate Manager for cause. Within fifteen (15) days after 

such removal of the Manager, Respondent SCI shall appoint a replacement 

Manager, subject to the approval of the Commission, on the same terms and 

conditions as provided in this Hold Separate Order. 

C. Respondent SCI shall, pursuant to the Interim Monitor Agreement, transfer to and confer 

upon the Interim Monitor all rights, powers, and authority necessary to permit the Interim 

Monitor to perform his duties and responsibilities pursuant to this Hold Separate Order, 

in a manner consistent with the purposes of the Decision and Order and in consultation 

with Commission staff, and shall include in the Interim Monitor Agreement all provisions 

necessary to effectuate this requirement, including without limitation provisions that 

provide the following: 

1. the Interim Monitor shall act in a fiduciary capacity for the benefit of the 

Commission; 

2. the Interim Monitor shall have the responsibility for monitoring Respondents’ 

compliance with their obligations pursuant to the Orders, including without 

limitation, maintaining the viability, marketability, and competitiveness of each 

Divestiture Business prior to its divestiture; 

3. the Interim Monitor shall have responsibility for supervising the Hold Separate 

Business, including without limitation, monitoring its organization and 

independence from Respondents and its management by the Hold Separate 

Manager appointed pursuant to this Hold Separate Order; 

4. Subject to all applicable laws, regulations and legally recognized privileges of 

Respondents, the Interim Monitor shall have full and complete access to all 

personnel, books, records, documents, and facilities of the Divestiture Businesses 

and to any other relevant information as the Interim Monitor may reasonably 

request including, but not limited to, all documents and records kept by 

Respondents in the ordinary course of business that relate to the Divestiture 

Businesses. Respondents shall develop such financial or other information as the 

Interim Monitor may reasonably request and shall cooperate with the Interim 

Monitor; 
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5. the Interim Monitor shall have the authority to employ, at the cost and expense of 

Respondent SCI, such consultants, accountants, attorneys, and other 

representatives and assistants as are reasonably necessary to carry out the Interim 

Monitor’s duties and responsibilities; 

6. the Interim Monitor shall serve, without bond or other security, at the expense of 

Respondent SCI, on such reasonable and customary terms and conditions to 

which the Monitor and Respondent SCI agree and that the Commission approves; 

7. Respondent SCI shall indemnify the Interim Monitor and hold the Interim 

Monitor harmless against any losses, claims, damages, liabilities, or expenses 

arising out of, or in connection with, the performance of the Interim Monitor’s 

duties, including all reasonable fees of counsel and other reasonable expenses 

incurred in connection with the preparations for, or defense of, any claim, whether 

or not resulting in any liability, except to the extent that such losses, claims, 

damages, liabilities, or expenses result from gross negligence, willful or wanton 

acts, or bad faith by the Interim Monitor; and 

8. at the option of Respondent SCI, the Interim Monitor and each of the Interim 

Monitor’s consultants, accountants, attorneys, and other representatives and 

assistants will be required to sign an appropriate confidentiality agreement; 

provided, however, such agreement shall not restrict the Interim Monitor from 

providing any information to the Commission. 

D. No later than one (1) day after the Acquisition Effective Date, Respondent SCI shall 

transfer all rights, powers, and authority necessary to manage and maintain the Hold 

Separate Business, to James R. Stark, who shall serve as Hold Separate Manager pursuant 

to the Hold Separate Manager Agreement attached hereto as Confidential Exhibit B. 

E. Respondent SCI shall ensure that the management agreement between Respondent SCI 

and the Hold Separate Manager provides the following: 

1. Respondent SCI shall provide reasonable financial incentives to the Hold Separate 

Manager for performing his or her duties under this Hold Separate Order and the 

management agreement. Such incentives shall include a continuation of all 

employee benefits the Manager currently receives from Respondents, including 

regularly scheduled raises, bonuses, vesting of pension benefits (as permitted by 

law), and additional incentives as may be necessary to incentivize an individual 

acceptable to the Commission to accept the position of Hold Separate Manager. 

2. The Hold Separate Manager shall report directly and exclusively to the Interim 

Monitor and shall manage the Hold Separate Business independently of the 

management of Respondents. The Manager shall not be involved, in any way, in 

the operations of the other businesses of Respondents during the term of this Hold 

Separate Order. 
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3. The Hold Separate Manager shall make no material changes in the ongoing 

operations of the Hold Separate Business except with the approval of the Interim 

Monitor, in consultation with the Commission staff. 

4. The Hold Separate Manager shall have the authority, with the approval of the 

Interim Monitor, to remove Hold Separate Business employees and replace them 

with others of similar experience or skills. If any Person ceases to act or fails to 

act diligently and consistent with the purposes of this Hold Separate Order, the 

Manager, in consultation with the Interim Monitor, may request Respondent SCI 

to, and Respondent SCI shall, appoint a substitute Person, which Person the 

Manager shall have the right to approve. 

5. In addition to KNA Hold Separate Employees, the Manager may, with the 

approval of the Interim Monitor, employ such Persons as are reasonably necessary 

to assist the Manager in managing the Hold Separate Business. 

6. Respondents shall facilitate the ability of the Interim Monitor and the Hold 

Separate Manager to comply with the duties and obligations set forth in this Hold 

Separate Order, and shall take no action that interferes with or hinders the 

authority, rights, or responsibilities of either as set forth herein or any agreement 

between the Interim Monitor and Respondents or the Hold Separate Manager and 

Respondents. 

7. The Commission may require the Hold Separate Manager, the Interim Monitor 

and each of the Interim Monitor’s consultants, accountants, attorneys, and other 

representatives and assistants to sign an appropriate confidentiality agreement 

relating to materials and information received from the Commission in connection 

with performance of the Interim Monitor’s duties. 

F. If the Interim Monitor ceases to act or fails to act diligently and consistent with the 

purposes of this Hold Separate Order, the Commission may appoint a substitute Interim 

Monitor consistent with the terms of this Hold Separate Order, subject to the consent of 

Respondent SCI, whose consent shall not be unreasonably withheld. If Respondent SCI 

has not opposed, in writing, including the reasons for opposing, the selection of the 

substitute Interim Monitor within ten (10) days after notice by the staff of the 

Commission to Respondent SCI of the identity of any substitute Interim Monitor, 

Respondent SCI shall be deemed to have consented to the selection of the proposed 

substitute Interim Monitor. Respondent SCI and the substitute Interim Monitor shall 

execute an Interim Monitor Agreement, subject to the approval of the Commission, 

consistent with this Order. 

G. The Interim Monitor and the Hold Separate Manager shall serve until termination of this 

Hold Separate Order. 

H. The Commission may on its own initiative, or at the request of the Interim Monitor, issue 

such additional orders or directions as may be necessary or appropriate to assure 

compliance with the requirements of the Orders. 
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I. The Interim Monitor appointed pursuant to this Hold Separate Order may be the same 

person appointed as an Interim Monitor or Divestiture Trustee(s) pursuant to the relevant 

provisions of the Decision and Order. 

V.

IT IS FURTHER ORDERED that within thirty (30) days after the date this Hold 

Separate Order becomes final, and every thirty (30) days thereafter until Respondent has fully 

complied with its obligations to assign, grant, license, divest, transfer, deliver, or otherwise 

convey the relevant assets as required by the Decision and Order, Respondent shall submit to the 

Commission a verified written report setting forth in detail the manner and form in which it 

intends to comply, is complying, and has complied with this Hold Separate Order. 

VI.

 IT IS FURTHER ORDERED that Respondents shall notify the Commission at least 

thirty (30) days prior to: 

A. any proposed dissolution of Respondents; 

B. any proposed acquisition, merger, or consolidation of Respondents; or 

C. any other change in Respondents, including without limitation, assignment and the 

creation or dissolution of subsidiaries, if such change may affect compliance obligations 

arising out of this Order. 

VII.

IT IS FURTHER ORDERED that, for purposes of determining or securing compliance with 

this Order, and subject to any legally recognized privilege, and upon written request and upon 

five (5) days notice to a Respondent, made to its principal office, such Respondent shall, without 

restraint or interference, permit any duly authorized representative of the Commission: 

A. Access, during business office hours of the Respondent and in the presence of counsel, to 

all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, 

memoranda, and all other records and documents in the possession or under the control of 

such Respondent related to compliance with this Order, which copying services shall be 

provided by Respondent at the request of the authorized representative(s) of the 

Commission and at the expense of the Respondent; and 

B. To interview officers, directors, or employees of the Respondent, who may have counsel 

present, regarding such matters. 
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VIII.

IT IS FURTHER ORDERED that this Hold Separate Order shall terminate on the 

earlier of: 

A. Three (3) days after the Commission withdraws its acceptance of the Consent Agreement 

pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or 

B. The later of: 

1. The day after all Divestiture Businesses have been divested as required by and 

described in the Decision and Order, or 

2. The day the Decision and Order becomes final. 

 By the Commission. 

Donald S. Clark 

Secretary 

SEAL 

ISSUED: March 24, 2010