{"id":43077,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-ibp-inc-and-tyson-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-ibp-inc-and-tyson-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-ibp-inc-and-tyson-foods-inc.html","title":{"rendered":"Agreement and Plan of Merger &#8211; IBP Inc. and Tyson Foods Inc."},"content":{"rendered":"<pre>                       AGREEMENT AND PLAN OF MERGER\n\n                                DATED AS OF\n\n                              January 1, 2001\n\n                                   AMONG\n\n                                IBP, INC.,\n\n                             TYSON FOODS, INC.\n\n                                    AND\n\n                       LASSO ACQUISITION CORPORATION\n\n\n\n\n                                     24\n\n                             TABLE OF CONTENTS\n\n                                                                Page\n\nARTICLE 1      DEFINITIONS                                        2\n     Section 1.01.  Definitions                                   2\n\nARTICLE 2      THE OFFER AND THE EXCHANGE OFFER                   4\n     Section 2.01.  The offer                                     4\n     Section 2.02.  Company Action                                8\n     Section 2.03.  Company  Board Representation; Section 14(f) 10\n     Section 2.04.  Adjustment of the Exchange Offer Ratio       11\n\nARTICLE 3      THE MERGER                                        11\n     Section 3.01.  The Merger                                   11\n     Section 3.02.  Conversions of Shares                        11\n     Section 3.03.  Surrender and Payment                        12\n     Section 3.04.  Stock Options                                13\n     Section 3.05.  Withholding Rights                           14\n     Section 3.06.  Terminated Tender Offer                      14\n     Section 3.07.  Adjustment of Exchange Ratio                 14\n\nARTICLE 4      THE SURVIVING CORPORTATION                        15\n     Section 4.01.  Certificate of Incorporation                 15\n     Section 4.02.  Bylaws                                       15\n     Section 4.03.  Directors and Officers                       15\n\nARTICLE 5      REPRESENTATIONS AND WARRANTIES OF THE COMPANY     15\n     Section 5.01.  Corporate Existence and Power                15\n     Section 5.02.  Corporate Authorization                      15\n     Section 5.03.  Governmental Authorization                   16\n     Section 5.04.  Non-Contravention                            16\n     Section 5.05.  Capitalization                               16\n     Section 5.06.  Subsidiaries                                 17\n     Section 5.07.  SEC Filings                                  17\n     Section 5.08.  Financial Statements                         18\n     Section 5.09.  Disclosure Documents                         18\n     Section 5.10.  Absence of Certain Changes                   19\n     Section 5.11.  No Undisclosed Material Liabilities          20\n     Section 5.12.  Litigation                                   21\n     Section 5.13.  Taxes                                        21\n     Section 5.14.  ERISA                                        22\n     Section 5.15.  Labor Matters                                24\n     Section 5.16.  Compliance with Laws                         25\n     Section 5.17.  Licenses and Permits                         25\n     Section 5.18.  Intellectual Property                        25\n     Section 5.19.  Environmental Matters                        26\n     Section 5.20.  Finders' Fees                                27\n     Section 5.21.  Inapplicability of Certain Restrictions      27\n     Section 5.22.  Rights Plan                                  27\n\n\n                                     25\n\nARTICLE 6      REPRESENTATIONS AND WARRANTIES OF PARENT          27\n     Section 6.01.  Corporate Existence And Power                27\n     Section 6.02.  Corporate Authorization                      28\n     Section 6.03.  Governmental Authorization                   28\n     Section 6.04.  Non-Contravention                            28\n     Section 6.05.  Capitalization                               28\n     Section 6.06.  Parent Subsidiaries                          29\n     Section 6.07.  SEC Filings                                  30\n     Section 6.08.  Parent Financial Statements                  30\n     Section 6.09.  Disclosure Documents                         30\n     Section 6.10.  Absence of Certain Changes                   31\n     Section 6.11.  No Undisclosed Material Liabilities          32\n     Section 6.12.  Adequate Funds                               32\n     Section 6.13.  Ownership of Company Common Stock            32\n     Section 6.14.  Finders' Fees                                32\n     Section 6.15.  Compliance of Laws                           32\n\nARTICLE 7      COVENANTS OF THE COMPANY                          33\n     Section 7.01.  Conduct of the Company                       33\n     Section 7.02.  Stockholder Meeting                          35\n     Section 7.03.  Access to Information                        35\n     Section 7.04.  Other Offers                                 35\n     Section 7.05.  Notices of Certain Events                    37\n     Section 7.06.  Tax Matters                                  38\n     Section 7.07.  Affiliates                                   38\n     Section 7.08.  Confidentiality                              38\n     Section 7.09.  Other Actions                                38\n\nARTICLE 8      COVENANTS OF PARENT                               39\n     Section 8.01.  Parent Stockholder Meeting                   39\n     Section 8.02.  Confidentiality                              39\n     Section 8.03.  Voting of Shares                             39\n     Section 8.04.  Director and Officer Liability               39\n     Section 8.05.  Employee Matters                             39\n     Section 8.06.  Obligations of Merger Co.                    39\n     Section 8.07.  NYSE Listing                                 40\n     Section 8.08.  Acquisition of Shares                        40\n     Section 8.09.  Notices of Certain Events                    40\n     Section 8.10.  Reorganization Matters                       40\n     Section 8.11.  Information Relating to Offer                40\n     Section 8.12.  Conduct of Parent                            40\n     Section 8.13.  Voting Agreement                             41\n     Section 8.14.  Other Actions                                41\n\nARTICLE 9      COVENANTS OF PARENT AND THE COMPANY               41\n     Section 9.01.  Company Proxy Statement and Merger Form S-4  41\n     Section 9.02.  Certain Regulatory Issues                    41\n     Section 9.03.  Certain Filings                              42\n     Section 9.04.  Public Announcements                         42\n     Section 9.05.  Further Assurances                           42\n\nARTICLE 10     CONDITIONS TO THE MERGER                          43\n     Section 10.01. Conditions to the Obligations of Each Party  43\n     Section 10.02. Conditions to the Obligations of the Company 43\n\n\n\n\n                                     26\n\nARTICLE 11     TERMINATION                                       43\n     Section 11.01. Termination                                  43\n     Section 11.02. Effect of Termination                        45\n     Section 11.03. Parent Payment Event                         45\n\nARTICLE 12     MISCELLANEOUS                                     45\n     Section 12.01. Notices                                      45\n     Section 12.02. Survival of Representations and Warranties   47\n     Section 12.03. Amendments; No Waivers; Direction of Merger  47\n     Section 12.04. Expenses                                     47\n     Section 12.05. Successors and Assigns; Benefit              47\n     Section 12.06. Governing Law                                47\n     Section 12.07. Counterparts; Effectiveness                  47\n\n\nExhibit A Form of Affiliate's Agreement\nExhibit B Form of Voting Agreement\n\n\n                                     27\n\n                       AGREEMENT AND PLAN OF MERGER\n     AGREEMENT AND PLAN OF MERGER dated as of January 1, 2001 (the\n\"Agreement\") among IBP, inc., a Delaware corporation (the \"Company\"), Tyson\nFoods, Inc., a Delaware corporation (\"Parent\"), and Lasso Acquisition\nCorporation, a Delaware corporation and a wholly-owned subsidiary of Parent\n(\"Merger Co.\").\n                           W I T N E S S E T H:\n     WHEREAS, (i) on December 12, 2000, Parent and Merger Co. commenced a\ntender offer (such offer, including any amendments and changes thereto\n(including those contemplated by this Agreement) the \"Offer\") to acquire\n50.1% (the \"Maximum Amount\") of the issued and outstanding shares of Common\nStock, par value $0.05 per share, of the Company (\"Company Common Stock\")\nfor $26.00 per share (such amount, or any greater amount per share paid\npursuant to the Offer, the \"Per Share of Company Common Stock Amount\") net\nto the seller in cash and (ii) on December 12, 2000 Parent and Merger Co.\nfiled with the Securities and Exchange Commission (the \"SEC\") a Tender\nOffer Statement on Form TO, (together with all amendments and supplements\nthereto, the \"Form TO\") promulgated under the Securities Exchange Act of\n1934, as amended (such Act and the rules and regulations promulgated\nthereunder being referred to herein as the \"Exchange Act\"), which Form TO\nincluded an offer to purchase (the \"Offer to Purchase\");\n     WHEREAS, on December 22, 2000, the Company filed with the SEC a\nSolicitation\/Recommendation Statement on Schedule 14D-9 promulgated under\nthe Exchange Act (together with all amendments and supplements thereto, the\n\"Schedule 14D-9\") containing the recommendation of the Board of Directors\nof the Company;\n     WHEREAS, Parent and Merger Co. (i) on December 28, 2000, announced\nthat they were increasing the Per Share of Company Common Stock Amount to\n$27.00 net to the seller in cash and (ii) on December 29, 2000 filed with\nthe SEC an amendment to the Form TO which incorporated into the Offer,\namong other things, the Per Share of Company Common Stock Amount of $27.00;\n     WHEREAS, Parent and Merger Co. propose to increase the Per Share of\nCompany Common Stock Amount to $30.00 net to the seller in cash on the\nterms and subject to the conditions set forth in this Agreement;\n     WHEREAS, it is intended that the Offer, the Exchange Offer (as defined\nbelow) and the Merger (as defined below), taken together, shall qualify as\na reorganization within the meaning of Section 368(a) of the Code (as\ndefined below) and that this Agreement shall constitute a plan of\nreorganization for purposes of the Code;\n     WHEREAS, the Boards of Directors of Parent, Merger Co. and the Company\nhave each determined that it is advisable and in the best interests of\ntheir respective stockholders to consummate, and have approved, the\nbusiness combination transaction provided for herein including (i) the\nOffer, (ii) an offer to exchange (the \"Exchange Offer\") for each share of\nCompany Common Stock not tendered in the Offer the number of shares of\nClass A Common Stock, par value $0.10 per share, of Parent (\"Parent Common\nStock\") equal to the Exchange Offer Ratio (as defined in Section 2.01(c)),\nand (iii) the Merger (as defined in Section 3.01); and\n     WHEREAS, Parent and the Company desire to make certain\nrepresentations, warranties, covenants and agreements in connection with\nthe transactions contemplated by this Agreement and also to prescribe\ncertain conditions to the consummation of such transactions;\n     NOW, THEREFORE, in consideration of the foregoing and the\nrepresentations, warranties, covenants and agreements herein contained, the\nparties hereto agree as follows:\n\n\n\n                                     28\n\n                                 ARTICLE 1\n\n                                DEFINITIONS\n     Section 1.01.  Definitions\n     Each of the following terms is defined in the Section set forth\nopposite such term:\n\n     TERM                                        SECTION\n     Acquisition Proposal                        7.04\n     Amended Offer to Purchase                   2.01(a)\n     Average Exchange Offer Price                2.01(c)\n     Average Parent Common Stock Price           3.02\n     Balance Sheet                               5.08\n     Balance Sheet Date                          5.08\n     Board of Directors                          2.02(a)\n     Class B Common Stock                        6.05\n     Code                                        5.14(a)\n     Company                                     first paragraph\n     Company Common Stock                        recitals\n     Company Disclosure Documents                5.09(a)\n     Company Option                              3.04(a)\n     Company Proxy Statement                     5.09(a)\n     Company Securities                          5.05\n     Company Stockholder Meeting                 7.02\n     Company 10-K                                5.07(a)\n     Company 10-Qs                               5.07(a)\n     Confidentiality Agreements                  7.08\n     Control Date                                2.03\n     Delaware Law                                2.02(a)\n     Effective Time                              3.01(b)\n     Employee Plans                              5.14(a)\n     Environmental Laws                          5.19(d)\n     Environmental Permits                       5.19(d)\n     ERISA                                       5.14(a)\n     ERISA Affiliate                             5.14(a)\n     Exchange Act                                recitals\n     Exchange Agent                              3.03(a)\n     Exchange Form S-4                           2.01(b)\n     Exchange Form TO                            2.01(b)\n     Exchange Offer                              recitals\n     Exchange Offer Documents                    2.01(b)\n     Exchange Offer Ratio                        2.01(c)\n     Exchange Ratio                              3.02(c)\n     Exchange Schedule 14D-9                     2.02(c)\n     Failed Tender Offer                         3.06\n     Final Expiration Date                       2.01(d)\n     Form TO                                     recitals\n     Form TO\/A                                   2.01(a)\n     Hazardous Substances                        5.19\n     HSR Act                                     5.03\n     Independent Directors                       2.03(c)\n     Intellectual Property Right                 5.18\n     International Plan                          5.14(i)\n     Lien                                        5.04\n     Material Adverse Effect                     5.01\n     Maximum Amount                              recitals\n     Merger                                      3.01(a)\n\n                                     29\n\n     Merger Co.                                  first paragraph\n     Merger Consideration                        3.02(c)\n     Merger Form S-4                             9.01\n     Minimum Condition                           2.01(a)\n     Multiemployer Plan                          5.14(b)\n     NYSE                                        3.02\n     Offer                                       recitals\n     Offer Documents                             2.01(a)\n     Offer to Exchange                           2.01(b)\n     Offer to Purchase                           recitals\n     Parent                                      first paragraph\n     Parent Balance Sheet                        6.08\n     Parent Balance Sheet Date                   6.08\n     Parent Common Stock                         recitals\n     Parent Disclosure Documents                 6.09(a)\n     Parent Material Adverse Effect              6.01\n     Parent Option                               3.04(a)\n     Parent Payment Event                        11.03(b)\n     Parent Securities                           6.05\n     Parent Stockholder Meeting                  8.01\n     Parent Subsidiary                           6.06(a)\n     Parent Subsidiary Securities                6.06(b)\n     Parent 10-K                                 6.07\n     Payment Date                                2.01(a)\n     Payment Event                               7.04(b)\n     Permits                                     5.17\n     Per Share of Company Common Stock Amount    Recitals\n     Person                                      3.03(c) and 7.04(a)\n     Pre-Closing Tax Period                      5.13(a)\n     Preferred Stock                             5.05\n     Preliminary Prospectus                      2.01(b)\n     Rawhide Merger Agreement                    2.02(a)\n     Reimbursement Payment                       7.04(b)\n     Representatives                             7.03\n     Returns                                     5.13(a)\n     Schedule 14D-9                              recitals\n     Schedule 14D-9\/A                            2.02(b)\n     SEC                                         recitals\n     Securities Act                              5.07(c)\n     Special Committee                           2.02(a)\n     Straddle Period                             5.13(a)\n     Stockholders                                recitals\n     Subsidiary                                  5.06(a)\n     Subsidiary Securities                       5.06(b)\n     Superior Proposal                           7.04\n     Surviving Corporation                       3.01(a)\n     Tax                                         5.13(b)\n     Tax Asset                                   5.13(a)\n     368(a) Reorganization                       7.06(c)\n     Title IV Plan                               5.14(b)\n\n\n                                     30\n\n                                 ARTICLE 2\n\n                     THE OFFER AND THE EXCHANGE OFFER\n     Section 2.01  The Offer.\n       (a)  Provided that this Agreement shall not have been terminated in\naccordance with Section 11.01 and none of the events set forth in Annex I\nhereto shall have occurred and be continuing, as promptly as practicable,\nbut in no event later than three business days, after the date hereof,\nParent shall cause Merger Co. to, and Merger Co. shall, file with the SEC,\nto the extent required by the Exchange Act, an amended Form TO (the \"Form\nTO\/A\"), an amended Offer to Purchase (the \"Amended Offer to Purchase\") and,\nif necessary, the related letter of transmittal and any related summary\nadvertisement (the Form TO\/A, the Amended Offer to Purchase and such other\ndocuments, together with all amendments and supplements thereto, the \"Offer\nDocuments\") to reflect, among other things, an increase in the per share\nprice to be paid in the Offer to $30.00 and, if necessary, an extension of\nthe currently scheduled expiration date to allow the Offer to remain open\nfor ten business days from the date of such increase.  The obligation of\nMerger Co. to consummate the Offer and to accept for payment and to pay for\nshares of Company Common Stock tendered pursuant to the Offer shall be\nsubject only to (i) the condition that there shall be validly tendered in\naccordance with the terms of the Offer, prior to the expiration date of the\nOffer and not withdrawn, a number of shares that, together with the shares\nof Company Common Stock then owned by Parent and\/or Merger Co., represents\n50.1% of the shares of Company Common Stock outstanding (the \"Minimum\nCondition\") and (ii) the other conditions set forth in Annex I hereto.\nMerger Co. expressly reserves the right to waive any such condition (other\nthan the Minimum Condition, which shall not be waived without the prior\nwritten consent of the Company) or the condition relating to the expiration\nof the HSR Act and to increase the Per Share of Company Common Stock\nAmount.  Notwithstanding the foregoing, no change may be made which (i)\ndecreases the Per Share of Company Common Stock Amount, (ii) changes the\nform of consideration to be paid in the Offer, (iii) increases the Maximum\nAmount or the Minimum Condition, (iv) reduces the number of shares of\nCompany Common Stock sought to be purchased in the Offer, (v) imposes\nconditions to the Offer in addition to those set forth in Annex I hereto,\n(vi) except as specifically provided for in this Section 2.01(a), extends\nthe expiration date of the Offer or (vii) otherwise alters or amends any\nterm of the Offer in any manner adverse to the holders of shares of Company\nCommon Stock; provided, however, that the Offer may be extended for any\nperiod to the extent required by law or by any rule, regulation,\ninterpretation or position of the SEC or the staff thereof applicable to\nthe Offer.  Parent and Merger Co. shall comply with the obligations\nrespecting prompt payment and announcement under the Exchange Act, and,\nwithout limiting the generality of the foregoing, subject to the terms and\nconditions of this Agreement, including but not limited to the conditions of\nthe Offer, Merger Co. shall and Parent shall cause Merger Co. to, accept for\npayment and pay for shares of Company Common Stock tendered pursuant to the\nOffer as soon as practicable after expiration thereof.  Unless this\nAgreement has been terminated pursuant to Section 11.01 and subject to\nSection 2.01(d), Merger Co. shall extend the Offer from time to time in the\nevent that, at a then-scheduled expiration date, all of the conditions to\nthe Offer have not been satisfied or waived as permitted pursuant to this\nAgreement, each such extension not to exceed (unless otherwise consented to\nin writing by the Company) the lesser of 10 additional business days or such\nfewer number of days that Merger Co. reasonably believes are necessary to\ncause the conditions to the Offer to be satisfied.  Except as provided\n\n                                     31\n\n\nin Section 2.01(d) or 2.01(f), Merger Co. shall not terminate the Offer\nwithout purchasing shares of Company Common Stock pursuant to the Offer.  If\nat the expiration of the Offer a number of shares of Company Common Stock\nhas been validly tendered and not withdrawn that, together with the shares\nof Company Common Stock then owned by Parent and\/or Merger Co., exceeds the\nMaximum Amount, the number of shares of Company Common Stock to be purchased\nby Merger Co. pursuant to the Offer shall be prorated in\naccordance with Rule 14d-8 promulgated under the Exchange Act, so that the\nnumber of shares of Company Common Stock purchased by Merger Co. pursuant\nto the Offer, together with the shares of Company Common Stock then owned\nby Parent and Merger Co., will represent 50.1% of the shares of Company\nCommon Stock outstanding.\n     (b)  Provided that this Agreement shall not have been terminated in\naccordance with Section 11.01 and none of the events set forth in Annex II\nhereto shall have occurred and be continuing, as promptly as practicable\nafter the date hereof, Parent shall cause Merger Co. to, and Merger Co.\nshall (i) commence the Exchange Offer pursuant to which Merger Co. shall\noffer to issue a number of duly authorized, validly issued, fully paid and\nnon-assessable shares of Parent Common Stock equal to the Exchange Offer\nRatio (as defined below) for each then issued and outstanding share of\nCompany Common Stock (other than shares of Company Common Stock then owned\nby Parent or Merger Co.), (ii) file with the SEC, to the extent required by\nthe Exchange Act, a Form TO (the \"Exchange Form TO\"), an Offer to Exchange\n(the \"Offer to Exchange\") and the related letter of transmittal and any\nrelated summary advertisement (the Exchange Form TO, the Offer to Exchange\nand such other documents, together with all amendments and supplements\nthereto, the \"Exchange Offer Documents\") and (iii) file with the SEC a\nRegistration Statement on Form S-4 (the \"Exchange Form S-4\") to register\nunder the Securities Act the securities to be issued in the Exchange Offer.\nThe obligation of Merger Co. to consummate the Exchange Offer and to issue\nshares of Parent Common Stock in exchange for shares of Company Common\nStock tendered pursuant to the Exchange Offer shall be subject only to the\nconditions set forth in Annex II hereto.  Merger Co. expressly reserves the\nright to waive any such condition (other than the condition that at least\nfive business days have elapsed since the acceptance for payment and\npayment for a number of shares of Company Common Stock pursuant to the\nOffer representing, together with shares of Company Common Stock previously\nowned by Parent, at least 50.1% of the issued and outstanding shares of\nCompany Common Stock and the subsequent delivery of shares of Company\nCommon Stock not purchased in the Offer to the Depositary under the\nExchange Offer, which condition shall not be waived without the prior\nwritten consent of the Company) and to increase the Exchange Offer Ratio.\nNotwithstanding the foregoing, no change may be made which (i) decreases,\nor would have the effect of decreasing, the Exchange Offer Ratio, (ii)\nchanges the form of consideration to be paid in the Exchange Offer, (iii)\nreduces the number of shares of Company Common Stock sought to be purchased\nin the Exchange Offer, (iv) imposes conditions to the Exchange Offer in\naddition to those set forth in Annex II hereto, (v) extends the expiration\ndate of the Exchange Offer or (vi) otherwise alters or amends any term of\nthe Exchange Offer in any manner adverse to the holders of shares of\nCompany Common Stock; provided, however, that the Exchange Offer may be\nextended (x) for any period to the extent required by law or by any rule,\nregulation, interpretation or position of the SEC or the staff thereof\napplicable to the Exchange Offer or (y) if the number of shares of Company\n\n\n\n                                     32\n\n\nCommon Stock validly tendered in accordance with the Exchange Offer,\ntogether with shares of Company Common Stock owned by Parent as of such\ndate, is less than 90% of the outstanding shares of Company Common Stock,\nas of the scheduled or extended expiration date. Parent and Merger Co.\nshall comply with the obligations respecting prompt delivery of shares of\nParent Common Stock and announcement under the Exchange Act, and, without\nlimiting the generality of the foregoing, subject to the terms and\nconditions of this Agreement, including but not limited to the conditions\nof the Exchange Offer, Merger Co. shall and Parent shall cause Merger Co.\nto, accept for exchange and issue shares of Parent Common Stock in exchange\nfor shares of Company Common Stock tendered pursuant to the Exchange Offer\nas soon as practicable after expiration thereof.  Unless this Agreement has\nbeen terminated pursuant to Section 11.01 and subject to Section 2.01(d),\nMerger Co. shall extend the Exchange Offer from time to time in the event\nthat, at a then-scheduled expiration date, all of the conditions to the\nExchange Offer have not been satisfied or waived as permitted pursuant to\nthis Agreement, each such extension not to exceed (unless otherwise\nconsented to in writing by the Company) the lesser of 10 additional\nbusiness days or such fewer number of days that Merger Co. reasonably\nbelieves are necessary to cause the conditions to the Offer to be\nsatisfied.  Except as provided in Section 2.01(d) or 2.01(f), Merger Co.\nshall not terminate the Exchange Offer without accepting shares of Company\nCommon Stock and issuing shares of Parent Common Stock pursuant to the\nExchange Offer.  Notwithstanding anything to the contrary set forth herein,\nno certificates representing fractional shares of Parent Common Stock shall\nbe issued in connection with the Exchange Offer, and in lieu thereof each\ntendering stockholder who would otherwise be entitled to a fractional share\nof Parent Common Stock in the Exchange Offer will be paid an amount in cash\nequal to the product obtained by multiplying (A) the fractional share\ninterest to which such holder would otherwise be entitled by (B) the\nAverage Exchange Offer Price (as defined below).\n     (c)  For purposes of this Section 2.01, \"Exchange Offer Ratio\" means\nthe number of shares of Parent Common Stock determined as set forth below:\n     (i)  If the Average Exchange Offer Price is equal to or greater than\n          $15.40, the Exchange Ratio shall be 1.948 shares of Parent Common\n          Stock;\n     (ii) If the Average Exchange Offer Price is less than $15.40 and\n          greater than $12.60, the Exchange Ratio shall be determined by\n          dividing $30.00 by the Average Price; and\n    (iii) If the Average Exchange Offer Price is equal to or less than\n          $12.60, the Exchange Ratio shall be 2.381 shares of Parent Common\n          Stock.\nFor purposes of this Section 2.01, \"Average Exchange Offer Price\" means the\naverage of the closing price per share of Parent Common Stock on the New\nYork Stock Exchange, Inc. (the \"NYSE\") at the end of the regular session as\nreported on the Consolidated Tape, network A for the fifteen consecutive\ntrading days ending on the second trading day immediately preceding the\nexpiration date of the Exchange Offer.\n     (d)  If, on February 28, 2001 (the \"Final Expiration Date\"), Merger\nCo. has not consummated the Offer in accordance with its terms, Merger Co.\nshall thereupon terminate the Offer and the Exchange Offer without the\nacceptance of any shares of Company Common Stock previously tendered.  If,\nat the Final Expiration Date, the Minimum Condition has not been satisfied,\nMerger Co. shall, unless Parent and the Company otherwise agree, terminate\nthe Offer and the Exchange Offer, and the parties shall, subject to the\nterms and conditions hereof, seek to consummate the Merger.\n\n                                     33\n\n\n     (e)  As soon as practicable following the filing of the Form TO\/A with\nthe SEC, Merger Co. shall take such steps as are reasonably necessary to\ncause the Amended Offer to Purchase to be disseminated to the holders of\nshares of Company Common Stock as and to the extent required by applicable\nfederal securities laws.  Parent, Merger Co. and the Company shall correct\npromptly any information provided by any of them for use in the Offer\nDocuments which shall have become false or misleading, and Parent and\nMerger Co. shall take all reasonable steps necessary to cause the Form TO\/A\nas so corrected to be filed with the SEC and the other Offer Documents as\nso corrected to be disseminated to holders of shares of Company Common\nStock, in each case as and to the extent required by applicable federal\nsecurities laws.  The Company and its counsel shall be given an opportunity\nto review and comment on the Offer Documents prior to their being filed\nwith the SEC, and Parent and Merger Co. will provide the Company and its\ncounsel in writing with any comments that Parent or Merger Co. receives\nfrom the SEC or its staff with respect to the Offer Documents promptly\nafter receipt of any such comments.\n     (f)  In the event that this Agreement has been terminated pursuant to\nSection 11.01, Merger Co. shall, and Parent shall cause Merger Co. to,\npromptly terminate the Offer and the Exchange Offer without accepting any\nshares of Company Common Stock for payment or exchange.\n     (g)  Parent shall provide or cause to be provided to Merger Co. on a\ntimely basis the funds and shares of Parent Common Stock necessary to\naccept for payment, and pay for, any shares of Company Common Stock that\nMerger Co. becomes obligated to accept for payment, and pay for, pursuant\nto the Offer and the Exchange Offer.\n     (h)  Parent and Merger Co. shall promptly prepare and file with the SEC the\nExchange Form S-4 to register the offer and sale of shares of Parent Company\nStock in the Exchange Offer.  The Exchange Form S-4 will include a\npreliminary prospectus containing the information required under Rule 14d-\n4(b) promulgated under the Exchange Act (the \"Preliminary Prospectus\").  As\nsoon as practicable on the date of commencement of the\nExchange Offer, Parent and Merger Co. shall (i) file with the SEC the\nExchange Form TO with respect to the Exchange Offer which will contain or\nincorporate by reference all or part of the Preliminary Prospectus and (ii)\ncause the Exchange Offer Documents to be disseminated to holders of shares\nof Company Common Stock.  Parent and Merger Co. agree that they shall cause\nthe Exchange Form S-4, the Exchange Form TO, the Offer to Exchange and all\namendments or supplements thereto to comply in all material respects with\nthe Exchange Act, the Securities Act and the rules and regulations\nthereunder and other applicable laws.  Each of Parent, Merger Co. and the\nCompany agrees to correct promptly any information provided by it for use\nin the Offer Documents if and to the extent that such information shall\nhave become false or misleading in any material respect, and Parent and\nMerger Co. further agree to take all steps necessary to cause the Exchange\nOffer Documents as so corrected to be filed with the SEC and the other\nExchange Offer Documents as so corrected to be disseminated to holders of\nShares, in each case as and to the extent required by applicable federal\nsecurities laws.  The Company, Parent and Merger Co. shall cooperate with\neach other in the preparation of the Exchange Form S-4, the Exchange Form\nTO and any amendment or supplement thereto, and Parent shall notify the\nCompany of the receipt of any comments of the SEC with respect to the\nExchange Form S-4 and the Exchange Form TO and of any requests by the SEC\nfor any amendment or supplement thereto or for additional information, and\nshall provide promptly copies of all correspondence between Parent or any\nof its Representatives and the SEC with respect to the Exchange Form S-4\n\n                                     34\n\nand the Exchange Form TO. Parent shall give the Company and its counsel the\nopportunity to review the Exchange Form S-4 and the Exchange Form TO and\nall responses to requests for additional information by and replies to\ncomments of the SEC before their being filed with, or sent to, the SEC.\nEach of Parent and Merger Co. agrees to use its best efforts, after\nconsultation with the Company, to respond promptly to all such comments of\nand requests by the SEC.  Each of Parent and Merger Co. shall use its\nreasonable best efforts to cause the Exchange Form S-4 to be declared\neffective by the SEC as promptly as practicable. Parent shall promptly take\nany action (other than qualifying as a foreign corporation or taking any\naction which would subject it to service of process in any jurisdiction\nwhere Parent is not now so qualified or subject) required to be taken under\nforeign or state securities or Blue Sky laws in connection with the\nissuance of Parent Common Stock in the Exchange Offer.  Parent will advise\nCompany, promptly after it receives notice thereof, of (i) the time when\nthe Exchange Form S-4 becomes effective, (ii) the issuance of any stop\norder with respect to the Exchange Form S-4, (iii) the suspension of the\nqualification of Parent Common Stock for offering or sale in any\njurisdiction, or (iv) any request by the SEC for an amendment of the\nExchange Form S-4 or comments thereon and responses thereto or requests by\nthe SEC for additional information.\n     Section 2.02  Company Actions\n   (a)  The Company hereby approves and consents to the Offer and the\nExchange Offer and represents that (i) the Board of Directors of the\nCompany and acting on the unanimous recommendation of a special committee\nof the Board of Directors of the Company comprised of all members of the\nBoard of Directors other than Messrs. Bond, Chalsty, Leman and Peterson\n(the \"Special Committee\"), at a meeting duly called and held, has\nunanimously (A) determined that this Agreement and the transactions\ncontemplated hereby, including the Offer, the Exchange Offer and the\nMerger, taken together, are fair to and in the best\ninterests of the holders of shares of Company Common Stock, (B)\napproved this Agreement and the transactions contemplated hereby, including\nthe Offer, the Exchange Offer and the Merger, which approval satisfies in\nfull the requirements of Section 203 of the General Corporation Law of the\nState of Delaware (the \"Delaware Law\") with respect to the transactions\ncontemplated hereby, (C) resolved to recommend that the stockholders of the\nCompany accept the Offer and the Exchange Offer, tender their shares of\nCompany Common Stock thereunder to Merger Co. and, if required by\napplicable law in order to consummate the Merger, approve and adopt this\nAgreement and the transactions contemplated hereby, provided that, subject\nto Section 7.04, such recommendation may be withdrawn, modified or amended\nif such recommendation would be reasonably likely to be inconsistent with\nits fiduciary duties under the applicable law as determined by the Board of\nDirectors of the Company in good faith after consultation with its legal\nadvisors and (ii) the Company has provided the applicable notice of\ntermination to Rawhide Holdings Corporation required by Section 10.01(e) of\nthe Agreement and Plan of Merger, dated as of October 1, 2000 among the\nCompany, Rawhide Holdings Corporation and Rawhide Acquisition Corporation\n(\"Rawhide Merger Agreement\").  The Company hereby consents to the inclusion\nin the Offer Documents and the Exchange Offer Documents of the\nrecommendation of the Board described in the immediately preceding\nsentence.  The Company has been advised by each of its directors and\nexecutive officers that they intend either to tender all shares of Company\nCommon Stock beneficially owned by them to Merger Co. pursuant to the Offer\nand the Exchange Offer or to vote such shares of Company Common Stock in\nfavor of the approval and adoption of the transactions contemplated hereby.\n\n                                     35\n\n\nThe Company further represents that J.P. Morgan Securities Inc. has\ndelivered to the Company's Board of Directors its written opinion that the\nconsideration to be paid in the Offer, the Exchange Offer and the Merger is\nfair to the holders of shares of Company Common Stock, from a financial\npoint of view.\n\n     (b)  On the date the Offer Documents are filed with the SEC in\naccordance with Section 2.01(a), the Company shall file with the SEC an\namended Schedule 14D-9 (the \"Schedule 14D-9\/A\") containing the\nrecommendation of the Board of Directors of the Company described in\nSection  2.02(a)(i), and shall take such steps as are reasonably necessary\nto cause the Schedule 14D-9\/A to be disseminated to the holders of shares\nof Company Common Stock as and to the extent required by applicable federal\nsecurities laws.  The Company, Parent and Merger Co. shall correct promptly\nany information provided by any of them for use in the Schedule 14D-9\/A\nwhich shall have become false or misleading, and the Company shall take all\nreasonable steps necessary to cause the Schedule 14D-9\/A as so corrected to\nbe filed with the SEC and disseminated to holders of shares of Company\nCommon Stock, in each case as and to the extent required by applicable\nfederal securities laws.  Parent and its counsel shall be given an\nopportunity to review and comment on the Schedule 14D-9\/A prior to its\nbeing filed with the SEC, and the Company will provide Parent and its\ncounsel in writing with any comments that the Company receives from the SEC\nor its staff with respect to the Schedule 14D-9\/A promptly after receipt of\nany such comments.\n     (c)  On the date the Exchange Offer Documents are filed with the SEC,\nthe Company shall file with the SEC a Solicitation\/Recommendation Statement\non Schedule 14D-9 promulgated under the Exchange Act (together with all\namendments and supplements thereto, the \"Exchange Schedule 14D-9\")\ncontaining the recommendation of the Board of Directors of the Company\ndescribed in Section  2.02(a)(i), and shall take such steps as are\nnecessary to cause the Exchange Schedule 14D-9 to be disseminated to the\nholders of shares of Company Common Stock as and to the extent required by\napplicable federal securities laws.  The Company, Parent and Merger Co.\nshall correct promptly any information provided by any of them for use in\nthe Exchange Schedule 14D-9 which shall have become false or misleading,\nand the Company shall take all reasonable steps necessary to cause the\nExchange Schedule 14D-9 as so corrected to be filed with the SEC and\ndisseminated to holders of shares of Company Common Stock, in each case as\nand to the extent required by applicable federal securities laws.  Parent\nand its counsel shall be given an opportunity to review and comment on the\nExchange Schedule 14D-9 prior to its being filed with the SEC, and the\nCompany will provide Parent and its counsel in writing with any comments\nthat the Company receives from the SEC or its staff with respect to the\nExchange Schedule 14D-9 promptly after receipt of any such comments.\n\n\n\n                                     36\n\n\n     (d)  In connection with the Offer and the Exchange Offer, the Company\nshall use its reasonable best efforts to cause its transfer agent to\nfurnish Merger Co. promptly with mailing labels containing the names and\naddresses of all record holders of shares of Company Common Stock and with\nsecurity position listings of shares of Company Common Stock held in stock\ndepositories, each as of a recent date, together with all other available\nlistings and computer files containing names, addresses and security\nposition listings of record holders and beneficial owners of shares of\nCompany Common Stock.  The Company shall furnish Merger Co. with such\nadditional information, including, without limitation, updated listings and\nfiles of stockholders, mailing labels and security position listings and\nsuch other assistance as Parent, Merger Co. or their Representatives may\nreasonably request in communicating the Offer and the Exchange Offer to\nrecord and beneficial holders of shares of Company Common Stock.  Subject\nto the requirements of applicable law, and except for such steps as are\nnecessary to disseminate the Offer Documents, the Exchange Offer Documents\nand any other documents necessary to consummate the Offer, the Exchange\nOffer or the Merger, Parent and Merger Co. shall hold in confidence the\ninformation contained in such labels, listings and files, shall use such\ninformation only in connection with the Offer, the Exchange Offer and the\nMerger, and, if this Agreement shall be terminated in accordance with\nSection 11.01, shall deliver to the Company all copies of, and any extracts\nor summaries from, such information then in their possession or control.\n     (e)  In connection with the Offer and the Exchange Offer, the Company\nshall, and shall use its reasonable best efforts to cause its\nRepresentatives to, cooperate with Parent and Merger Co. in connection with\nthe Offer and the Exchange Offer, including, without limitation, furnishing\nParent with such information (which will be treated and held in confidence\nby Parent), documentation and assistance as Parent or its Representatives\nmay reasonably request in connection with the Offer and the Exchange Offer.\n     Section 2.03  Company Board Representation; Section 14(f).\n   (a)  Subject to compliance with Delaware Law, the Company's Certificate of\nIncorporation and other applicable law, promptly upon the payment by Merger\nCo. for shares of Company Common Stock purchased pursuant to the Offer\nrepresenting, together with shares of Company Stock previously owned by\nParent, at least 50.1% of the shares of Company Common Stock outstanding,\nand from time to time thereafter, the Company shall, upon request of\nParent, promptly use its reasonable best efforts to take all actions\nnecessary to cause a majority of the directors of the Company to consist of\nParent's designees, including by accepting the resignations of those\nincumbent directors designated by the Company or increasing the size of the\nBoard of Directors and causing Parent's designees to be elected.  The date\non which Parent's designees constitute at least a majority of the Company's\nBoard of Directors is herein referred to as the \"Control Date.\"\n     (b)  The Company's obligations to appoint Parent's designees to the\nBoard of Directors of the Company shall be subject to Section 14(f) of the\nExchange Act and Rule 14f-1 promulgated thereunder, if applicable.  The\nCompany shall promptly take all actions required pursuant to such Section\nand Rule in order to fulfill its obligations under this Section, and shall\ninclude in the Schedule 14D-9\/A such information with respect to the\nCompany and its officers and directors as is required under such Section\nand Rule to fulfill such obligations.  Parent or Merger Co. shall supply to\nthe Company and be solely responsible for any information with respect to\neither of them and their designees, officers, directors and affiliates\nrequired by such Section 14(f) and Rule 14f-1.\n\n\n                                     37\n\n\n     (c) Prior to the Effective Time, any amendment of this Agreement or\nthe Certificate of Incorporation or Bylaws of the Company, any termination\nof this Agreement by the Company, any consent given by the Company\nhereunder, any extension by the Company of the time for the performance of\nany of the obligations or other acts of Parent or Merger Co., waiver of any\nof the Company's rights hereunder or any other action by the Company in\nconnection with or relating to the transactions contemplated hereby shall\nrequire the concurrence of a majority of the directors of the Company then\nin office who (i) neither were designated by Parent nor are employees of\nthe Company or any of its Subsidiaries or, if there be just one such\ndirector, the concurrence of such director or (ii) were members of the\nSpecial Committee (the \"Independent Directors\").  If the number of\nIndependent Directors shall be reduced below two for any reason whatsoever,\nthe remaining Independent Director shall designate a person to fill such\nvacancy who shall be deemed to be an Independent Director for purposes of\nthis Agreement or, if no Independent Directors then remain, the other\ndirectors shall designate two persons to fill such vacancies who shall not\nbe officers or affiliates of the Company or any of its Subsidiaries, or\nofficers or affiliates of Parent or any of its Subsidiaries, and such\npersons shall be deemed to be Independent Directors for purposes of this\nAgreement.  The Independent  Directors shall have the authority to retain\nsuch counsel and other advisors at the expense of the Company as are\nreasonably appropriate to the exercise of their duties in connection with\nthis Agreement, subject to approval by the Company of the terms of such\nretention, which approval shall not be unreasonably withheld.  In addition,\nthe Independent Directors shall have the authority to institute any action,\non behalf of the Company, to enforce performance of this Agreement.\n     Section 2.04.  Adjustment of the Exchange Offer Ratio.\nIn the event Parent changes or establishes a record date for changing the\nnumber of shares of Parent Common Stock issued and outstanding during or\nafter the determination of the Exchange Offer Ratio pursuant to Section\n2.01(c) and prior to the expiration date of the Exchange Offer, as a result\nof a stock split, stock dividend, recapitalization, subdivision,\nreclassification, combination or similar transaction with respect to the\noutstanding shares of Parent Common Stock and the record date therefor shall\nbe prior to the expiration date of the Exchange Offer, the Exchange Offer\nRatio, and any other calculations based on or relating to shares of Parent\nCommon Stock shall be appropriately adjusted to reflect such stock split,\nstock dividend, recapitalization, subdivision, reclassification, combination\nor similar transaction.\n                                 ARTICLE 3\n\n                                THE MERGER\n     Section 3.01.  The Merger\n     (a)  At the Effective Time (as defined below), the Company shall be\nmerged with (the \"Merger\") and into Merger Co. in accordance with Section\n251 or Section 253 of Delaware Law, as applicable, whereupon the separate\nexistence of the Company shall cease, and Merger Co. shall be the surviving\ncorporation and wholly-owned subsidiary of Parent (the \"Surviving\nCorporation\").\n\n\n\n\n                                     38\n\n\n\n     (b)  As soon as practicable after satisfaction or, to the extent\npermitted hereunder, waiver of all conditions to the Merger, the Company\nand Merger Co. will file a certificate of merger with the Secretary of\nState of the State of Delaware and make all other filings or recordings\nrequired by Delaware Law in connection with the Merger.  The Merger shall\nbecome effective at such time as the certificate of merger is duly filed\nwith the Secretary of State of the State of Delaware or at such later date\nor time as is specified in the certificate of merger (the \"Effective\nTime\").\n     (c)  From and after the Effective Time, the Surviving Corporation\nshall possess all the property, rights, privileges, immunities, powers and\nfranchises and be subject to all of the debts, liabilities, obligations,\nrestrictions, disabilities and duties of the Company and Merger Co., all as\nprovided under Delaware Law.\n     Section 3.02.  Conversion of Shares\n     At the Effective Time:\n     (a)  each share of Company Common Stock held by the Company or any\nSubsidiary as treasury stock or owned by Parent or any subsidiary of Parent\nimmediately prior to the Effective Time shall be canceled, and no payment\nshall be made with respect thereto;\n     (b)  each share of common stock, par value $0.05 per share, of Merger\nCo. outstanding immediately prior to the Effective Time shall be converted\ninto and become one share of common stock, par value $0.05 per share, of\nthe Surviving Corporation with the same rights, powers and privileges as\nthe shares so converted; and\n     (c)  each share of Company Common Stock outstanding immediately prior\nto the Effective Time shall, except as otherwise provided in Section\n3.02(a), be converted into the right to receive from Parent a number of\nshares (the \"Merger Consideration\") of  Parent Common Stock determined as\n     set forth below (the \"Exchange Ratio\"):\n          (i)  If the Average Parent Common Stock Price is equal to or\n               greater than $15.40, the Exchange Ratio shall be 1.948\n               shares of Parent Common Stock;\n          (ii) If the Average Parent Common Stock Price is less than $15.40\n               and greater than $12.60, the Exchange Ratio shall be\n               determined by dividing $30.00 by the Average Parent Common\n               Stock Price; and\n          (iii)If the Average Parent Common Stock Price is equal to or\n               less than $12.60 the Exchange Ratio shall be 2.381 shares of\n               Parent Common Stock.\nFor purposes of this Section 3.02, \"Average Parent Common Stock Price\"\nmeans the average of the closing price per share of Parent Common Stock on\nthe New York Stock Exchange, Inc. (the \"NYSE\") at the end of the regular\nsession as reported on the Consolidated Tape, Network A for the fifteen\nconsecutive trading days ending on the fifth trading day immediately\npreceding the Effective Time.\n     Section 3.03.  Surrender and Payment\n     (a)  Prior to the Effective Time, Parent shall appoint an agent\nreasonably acceptable to the Company (the \"Exchange Agent\") for the purpose\nof exchanging certificates representing shares of Company Common Stock for\nthe Merger Consideration. Parent shall cause Merger Co. to make available\nto the Exchange Agent, as soon as reasonably practicable as of or after the\nEffective Time, the Merger Consideration to be delivered in respect of the\nshares of Company Common Stock.  Promptly after the Effective Time, the\nSurviving Corporation will send, or will cause the Exchange Agent to send,\n\n                                     39\n\n\nto each holder of shares of Company Common Stock at the Effective Time a\nletter of transmittal for use in such exchange (which shall specify that the\ndelivery shall be effected, and risk of loss and title shall pass, only upon\nproper delivery of the certificates representing shares of Company Common\nStock to the Exchange Agent).\n     (f)  Each holder of shares of Company Common Stock that have been\nconverted into a right to receive the Merger Consideration, upon surrender\nto the Exchange Agent of a certificate or certificates representing such\nshares of Company Common Stock, together with a duly executed and properly\ncompleted letter of transmittal covering such shares of Company Common\nStock, will be entitled to receive the Merger Consideration in exchange for\nsuch shares of Company Common Stock. Until so surrendered, each such\ncertificate shall, after the Effective Time, represent for all purposes,\nonly the right to receive such Merger Consideration.\n     (f)  If any portion of the Merger Consideration is to be delivered to\na Person other than the registered holder of the shares of Company Common\nStock represented by the certificate or certificates surrendered in\nexchange therefor, it shall be a condition to such delivery that the\ncertificate or certificates so surrendered shall be properly endorsed or\notherwise be in proper form for transfer and that the Person requesting\nsuch delivery shall pay to the Exchange Agent any transfer or other taxes\nrequired as a result of such delivery to a Person other than the registered\nholder of such shares of Company Common Stock or establish to the\nsatisfaction of the Exchange Agent that such tax has been paid or is not\npayable. For purposes of this Agreement, \"Person\" means an individual, a\ncorporation, a limited liability company, a partnership, an association, a\ntrust or any other entity or organization, including a government or\npolitical subdivision or any agency or instrumentality thereof.\n     (f)  After the Effective Time, there shall be no further registration\nof transfers of shares of Company Common Stock. If, after the Effective\nTime, certificates representing shares of Company Common Stock are\npresented to the Surviving Corporation, they shall be canceled and\nexchanged for the consideration provided for, and in accordance with the\nprocedures set forth, in this Article 3.\n     (f)  Any portion of the Merger Consideration made available to the\nExchange Agent pursuant to Section 3.03(a) that remains unclaimed by the\nholders of shares of Company Common Stock six months after the Effective\nTime shall be returned to the Surviving Corporation, upon demand, and any\nsuch holder who has not exchanged his shares of Company Common Stock for\nthe Merger Consideration in accordance with this Section prior to that time\nshall thereafter look only to the Surviving Corporation for delivery of the\nMerger Consideration in respect of his shares of Company Common Stock.\nNotwithstanding the foregoing, the Surviving Corporation shall not be\nliable to any holder of shares of Company Common Stock for any amount paid\nto a public official pursuant to applicable abandoned property laws.\n     (f)  If any certificate representing shares of Company Common Stock\nshall have been lost, stolen or destroyed, upon the making of an affidavit\nof that fact by the person claiming such certificate to be lost, stolen or\ndestroyed and, if required by the Surviving Corporation, the posting by\nsuch person of a bond in such reasonable amount as the Surviving\nCorporation may direct as indemnity against any claim that may be made\nagainst it with respect to such certificate, the Exchange Agent (or the\nSurviving Corporation) shall exchange the shares of Company Common Stock\nrepresented by such lost, stolen or destroyed certificate for the Merger\nConsideration.\n\n\n                                     40\n\n\n     Section 3.04.  Stock Options\n     (a)  At or immediately prior to the Effective Time, each employee\nstock option or director stock option to purchase Shares outstanding under\nany Company stock option plans, whether or not vested or exercisable (each,\na \"Company Option\") shall, by virtue of the Merger and without any further\naction on the part of any holder thereof, be assumed by Parent and deemed\nto constitute an option (each, a \"Parent Option\") to acquire, on the same\nterms and conditions as were applicable under such Company Option (subject\nto Section 3.04(b)), the same number of shares of Parent Common Stock as\nthe holder of such Company Option would have been entitled to receive\npursuant to Section 3.02(c) of\nthis Agreement had such holder exercised such Company Option in full\nimmediately prior to the Effective Time (rounded to the nearest whole\nnumber), at a price per share (rounded down to the nearest whole cent)\nequal to (x) the aggregate exercise price for the share of Company Common\nStock otherwise purchasable pursuant to such Company Option divided by (y)\nthe number of whole shares of Parent Common Stock purchasable pursuant to\nthe Parent Option in accordance with the foregoing.  The other terms of\neach such Company Option, and the plans under which they were issued, shall\ncontinue to apply in accordance with their terms.\n     (b)  Prior to the Effective Time, the Company shall use its reasonable\nbest efforts to (i) obtain any consents from holders of Company Options and\n(ii) make any amendments to the terms of such Company Options or Company\nstock option plans that, in the case of either clauses (i) or (ii), are\nnecessary or appropriate to give effect to the transactions contemplated by\nSection 3.04(a); provided, however, that lack of consent of any holder of a\nCompany Option shall in no way affect the obligations of the parties to\nconsummate the Merger.\n     (c)  At or prior to the Effective Time, Parent shall take all\ncorporate action necessary to reserve for issuance a sufficient number of\nshares of Parent Common Stock for delivery upon exercise of the Parent\nOptions.  At or prior to the Effective Time, Parent shall file a\nregistration statement on Form S-8, with respect to the shares of Parent\nCommon Stock subject to such Parent Options and shall use commercially\nreasonable efforts to maintain the effectiveness of such registration\nstatement (and maintain the current status of the prospectus or\nprospectuses contained therein) for so long as such Parent Options\nremaining outstanding.  With respect to those individuals who subsequent to\nthe Merger will be subject to the reporting requirements under Section\n16(a) of the Exchange Act, Parent shall administer the Company stock option\nplans in a manner consistent with the exemptions provided by Rule 16(b)(3)\npromulgated under the Exchange Act.\n     Section 3.05.  Withholding Rights\n     Each of the Surviving Corporation and Parent shall be entitled to\ndeduct and withhold from the consideration otherwise deliverable to any\nPerson pursuant to this Article 3 such amount as it is required to deduct\nand withhold with respect to the making of such delivery under any\nprovision of federal, state, local or foreign tax law. If the Surviving\nCorporation or Parent, as the case may be, so withholds amounts, such\namounts shall be treated for all purposes of this Agreement as having been\npaid to the holder of the shares of Company Common Stock in respect of\nwhich the Surviving Corporation or Parent made such deduction and\nwithholding.\n\n\n\n\n                                     41\n\n     Section 3.06.  Terminated Tender Offer\n     In the event the Offer is terminated pursuant to Section 2.01(d)\n(\"Terminated Tender Offer\") the parties hereto shall complete the Merger\nconsistent with the terms of this Agreement as amended by the terms and\nprovisions contained in Annex III, and this Agreement shall be amended to\nincorporate the terms contained therein.\n\n     Section 3.07.  Adjustment of Exchange Ratio.\n       In the event Parent changes or establishes a record date for\nchanging the number of shares of Parent Common Stock issued and outstanding\nduring or after the determination of the Exchange Ratio pursuant to Section\n3.02(c) and prior to the Effective Time as a result of a stock split, stock\ndividend, recapitalization, subdivision, reclassification, combination or\nsimilar transaction with respect to the outstanding Parent Common Stock and\nthe record date therefor shall be prior to the Effective Time, the Exchange\nRatio, and any other calculation based on or relating to shares of Parent\nCommon Stock shall be appropriately adjusted to reflect such stock split,\nstock dividend, recapitalization, subdivision, reclassification,\ncombination or similar transaction.\n                                 ARTICLE 4\n\n                         THE SURVIVING CORPORATION\n     Section 4.01.  Certificate of Incorporation\n     The certificate of incorporation of Merger Co. in effect at the\nEffective Time shall be the certificate of incorporation of the Surviving\nCorporation until amended in accordance with applicable law.\n     Section 4.02.  Bylaws\n     The bylaws of Merger Co. in effect at the Effective Time shall be\nthe bylaws of the Surviving Corporation until amended in accordance with\napplicable law.\n     Section 4.03.  Directors and Officers\n     From and after the Effective Time, until successors are duly\nelected or appointed and qualified in accordance with applicable law, (a)\nthe directors of Merger Co. at the Effective Time shall be the directors of\nthe Surviving Corporation, and (b) the officers of the Company at the\nEffective Time shall be the officers of the Surviving Corporation.\n                                 ARTICLE 5\n\n               REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n     The Company represents and warrants to Parent as of the date hereof\nand as of the Effective Time that:\n     Section 5.01.  Corporate Existence and Power\n     The Company is a corporation duly incorporated, validly existing\nand in good standing under the laws of the State of Delaware, and has all\ncorporate powers and all material governmental licenses, authorizations,\nconsents and approvals required to carry on its business as now conducted.\nThe Company is duly qualified to do business as a foreign corporation and\nis in good standing in each jurisdiction where the character of the\nproperty owned or leased by it or the nature of its activities makes such\nqualification necessary, except for those jurisdictions where the failure\nto be so qualified would not, individually or in the aggregate, reasonably\nbe expected to have a material adverse effect on the condition (financial\nor otherwise), business, assets, liabilities or results of operations of\nthe Company and the Subsidiaries taken as a whole (\"Material Adverse\nEffect\"). The Company has heretofore delivered or made available to Parent\ntrue and complete copies of the Company's certificate of incorporation and\nbylaws as currently in effect.\n\n                                     42\n\n\n     Section 5.02.  Corporate Authorization\n     The execution, delivery and performance by the Company of this\nAgreement and the consummation by the Company of the transactions\ncontemplated hereby are within the Company's corporate powers and, except\nfor the approval by the Company's stockholders by a majority vote in\nconnection with the consummation of the Merger (which vote will not be\nrequired if Merger Co. owns at least 90% of the issued and outstanding\nshares of Company Common Stock), have been duly authorized by all necessary\ncorporate and stockholder action under the Company's constituent documents\nand Delaware Law. This Agreement constitutes a valid and binding agreement\nof the Company.\n     Section 5.03.  Governmental Authorization\n     The execution, delivery and performance by the Company of this\nAgreement and the consummation of the Merger by the Company require no\naction by or in respect of, or filing with, any governmental body, agency,\nofficial or authority other than (a) the filing of a certificate of merger\nin accordance with Delaware Law; (b) compliance with any applicable\nrequirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976\n(the \"HSR Act\"); (c) compliance with any applicable non-United States laws\nintended to prohibit, restrict or regulate actions having the purpose or\neffect of monopolization or restraint of trade; and (d) compliance with any\napplicable requirements of the Exchange Act.\n     Section 5.04.  Non-Contravention\n     Except as set forth in Schedule 5.04, the execution, delivery and\nperformance by the Company of this Agreement and the consummation by the\nCompany of the transactions contemplated hereby do not and will not (a)\ncontravene or conflict with the certificate of incorporation or bylaws of\nthe Company, (b) assuming compliance with the matters referred to in\nSection 5.03, contravene or conflict with or constitute a violation of any\nprovision of any law, regulation, judgment, writ, injunction, order or\ndecree of any court or governmental authority binding upon or applicable to\nthe Company or any Subsidiary or any of their properties or assets, (c)\nconstitute a default under or give rise to a right of termination,\ncancellation or acceleration of any right or obligation of the Company or\nany Subsidiary or to a loss of any benefit to which the Company or any\nSubsidiary is entitled under any provision of any material agreement,\ncontract or other instrument binding upon the Company or any Subsidiary or\nany license, franchise, permit or other similar authorization held by the\nCompany or any Subsidiary, or (d) result in the creation or imposition of\nany Lien on any asset of the Company or any Subsidiary, except, in the case\nof clauses (b), (c) and (d) of this Section 5.04, for any such violation,\nfailure to obtain any such consent or other action, default, right, loss or\nLien that would not, individually or in the aggregate, be reasonably\nexpected to have a Material Adverse Effect. For purposes of this Agreement,\n\"Lien\" means, with respect to any asset, any mortgage, lien, pledge,\ncharge, security interest or encumbrance of any kind in respect of such\nasset.  The Rawhide Merger Agreement has been terminated in accordance with\nits terms (subject to payment of the amount described in the following\nclause), and the Company is obligated to pay, on Tuesday, January 2, 2001,\n$66,500,000 to Rawhide Holdings Corporation which represents all amounts\nrequired to be paid by the Company under the Rawhide Merger Agreement and\nthe Company has no other financial liabilities thereunder.  Immediately\nprior to the execution hereof, Rawhide Holdings Corporation has agreed to\nwaive the three day period to submit a new offer provided for in Section\n10.01(e) of the Rawhide Merger Agreement.\n\n\n                                     43\n\n\n     Section 5.05.  Capitalization\n     The authorized capital stock of the Company consists of 200,000,000\nshares of Company Common Stock and 25,000,000 shares of preferred stock,\npar value $1.00 per share (the \"Preferred Stock\"). As of the close of\nbusiness on December 28, 2000, there were issued and outstanding\n105,644,598 shares of Common Stock and no shares of Preferred Stock. As of\nthe close of business on December 28, 2000, there were outstanding stock\noptions to purchase an aggregate of 4,891,500 shares of Company Common\nStock (of which options to purchase an aggregate of 2,697,500 shares of\nCompany Common Stock were exercisable). All outstanding shares of capital\nstock of the Company have been duly authorized and validly issued and are\nfully paid and nonassessable. Except as set forth in Schedule 5.05 and this\nSection and except for changes since December 28, 2000 resulting from the\nexercise of employee stock options outstanding on such date, there are\noutstanding (a) no shares of capital stock or other voting securities of\nthe Company, (b) no securities of the Company convertible into or\nexchangeable for shares of capital stock or voting securities of the\nCompany, and (c) no options or other rights to acquire from the Company or\nany Subsidiary, and no obligation of the Company or any Subsidiary to\nissue, any capital stock, voting securities or securities convertible into\nor exchangeable for capital stock or voting securities of the Company (the\nitems in clauses (a), (b) and (c) of this Section 5.05 being referred to\ncollectively as the \"Company Securities\"). There are no outstanding\nobligations of the Company or any Subsidiary to repurchase, redeem or\notherwise acquire any Company Securities.\n     Section 5.06.  Subsidiaries\n     (a) Each Subsidiary is a corporation duly incorporated, validly\nexisting and in good standing under the laws of its jurisdiction of\nincorporation, has all corporate powers and all material governmental\nlicenses, authorizations, consents and approvals required to carry on its\nbusiness as now conducted and is duly qualified to do business as a foreign\ncorporation and is in good standing in each jurisdiction where the\ncharacter of the property owned or leased by it or the nature of its\nactivities makes such qualification necessary, except for those\njurisdictions where failure to be so qualified would not, individually or\nin the aggregate, reasonably be expected to have a Material Adverse Effect.\nFor purposes of this Agreement, \"Subsidiary\" means any corporation or other\nentity of which securities or other ownership interests having ordinary\nvoting power to elect a majority of the board of directors or other persons\nperforming similar functions are directly or indirectly owned by the\nCompany and\/or one or more Subsidiaries. All Subsidiaries and their\nrespective jurisdictions of incorporation are identified in Schedule 5.06.\n\n     (b)  Except as set forth in Schedule 5.06, all of the outstanding\ncapital stock of, or other ownership interests in, each Subsidiary, is\nowned by the Company, directly or indirectly, free and clear of any Lien\nand free of any other limitation or restriction (including any restriction\non the right to vote, sell or otherwise dispose of such capital stock or\nother ownership interests). There are no outstanding (i) securities of the\nCompany or any Subsidiary convertible into or exchangeable for shares of\ncapital stock or other voting securities or ownership interests in any\nSubsidiary, and (ii) options or other rights to acquire from the Company or\nany Subsidiary, and no other obligation of the Company or any Subsidiary to\nissue, any capital stock, voting securities or other ownership interests\nin, or any securities convertible into or exchangeable for any capital\nstock, voting securities or ownership interests in, any Subsidiary (the\n\n                                     44\n\n\nitems in clauses (i) and (ii) of this Section 5.06(b) being referred to\ncollectively as the \"Subsidiary Securities\"). There are no outstanding\nobligations of the Company or any Subsidiary to repurchase, redeem or\notherwise acquire any outstanding Subsidiary Securities.\n\n     Section 5.07.  SEC Filings\n      (a)  The Company has delivered or made available to Parent (i) the\nCompany's annual report on Form 10-K for the year ended December 25, 1999\n(the \"Company 10-K\"), (ii) its quarterly report on Form 10-Q for its fiscal\nquarter ended September 23, 2000, its quarterly report on Form 10-Q for its\nfiscal quarter ended June 24, 2000 (as amended) and its quarterly report on\nForm 10-Q for its fiscal quarter ended March 25, 2000 (together, the\n\"Company 10-Qs\"), (iii) its proxy or information statements relating to\nmeetings of, or actions taken without a meeting by, the stockholders of the\nCompany held since January 1, 1998, and (iv) all of its other reports,\nstatements, schedules and registration statements filed with the SEC since\nJanuary 1, 1998.\n     (b)  As of its filing date, each such report or statement filed\npursuant to the Exchange Act did not contain any untrue statement of a\nmaterial fact or omit to state any material fact necessary in order to make\nthe statements made therein, in the light of the circumstances under which\nthey were made, not misleading.\n     (c)  Each such registration statement, as amended or supplemented, if\napplicable, filed pursuant to the Securities Act of 1933, as amended (the\n\"Securities Act\"), as of the date such statement or amendment became\neffective did not contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to\nmake the statements therein not misleading.\n     Section 5.08.  Financial Statements\n     The audited consolidated financial statements of the Company\nincluded in the Company 10-K and the unaudited consolidated financial\nstatements of the Company included in the Company 10-Qs each fairly\npresent, in all material respects, in conformity with generally accepted\naccounting principles applied on a consistent basis (except as may be\nindicated in the notes thereto), the consolidated financial position of the\nCompany and its consolidated subsidiaries as of the dates thereof and their\nconsolidated results of operations and changes in financial position for\nthe periods then ended (subject to normal year-end adjustments in the case\nof any unaudited interim financial statements). For purposes of this\nAgreement, \"Balance Sheet\" means the consolidated balance sheet of the\nCompany as of December 25, 1999 set forth in the Company 10-K and \"Balance\nSheet Date\" means December 25, 1999.\n\n     Section 5.09.  Disclosure Documents\n     (a) Each document required to be filed by the Company with the SEC\nin connection with the transactions contemplated by this Agreement (the\n\"Company Disclosure Documents\"), including, without limitation, (i) the\nExchange Schedule 14D-9 (including information required by Rule 14f-1 under\nthe Exchange Act), the Schedule 14D-9\/A (including information required by\nRule 14f-1 under the Exchange Act) and (iii) the proxy or information\nstatement of the Company containing information required by Regulation 14A\nunder the Exchange Act (the \"Company Proxy Statement\"), if any, to be filed\nwith the SEC in connection with the Offer or the Merger and any amendments\nor supplements thereto will, when filed, comply as to form in all material\nrespects with the applicable requirements of the Exchange Act except that\nno representation or warranty is made hereby with respect to any\n\n                                     45\n\ninformation furnished to the Company by Parent in writing specifically for\ninclusion in the Company Disclosure Documents.\n     (b)  At the time the Schedule 14D-9\/A, the Exchange Schedule 14D-9 and\nthe Company Proxy Statement or any amendment or supplement thereto is first\nmailed to stockholders of the Company, and, with respect to the Company\nProxy Statement only, at the time such stockholders vote on adoption of\nthis Agreement and at the Effective Time, the Schedule 14D-9\/A, the\nExchange Schedule 14D-9 and the Company Proxy Statement, as supplemented or\namended, if applicable, will not contain any untrue statement of a material\nfact or omit to state any material fact necessary in order to make the\nstatements made therein, in the light of the circumstances under which they\nwere made, not misleading. At the time of the filing of any Company\nDisclosure Document other than the Company Proxy Statement and at the time\nof any distribution thereof, such Company Disclosure Document will not\ncontain any untrue statement of a material fact or omit to state a material\nfact necessary in order to make the statements made therein, in the light\nof the circumstances under which they were made, not misleading. The\nrepresentations and warranties contained in this Section 5.09(b) will not\napply to statements or omissions included in the Company Disclosure\nDocuments based upon information furnished to the Company in writing by\nParent specifically for use therein.\n     (c)  Neither the information with respect to the Company or any\nSubsidiary that the Company furnishes in writing to Parent specifically for\nuse in the Parent Disclosure Documents (as defined in Section 6.09(a)) nor\nthe information incorporated by reference from documents filed by the\nCompany with the SEC will, at the time of the provision thereof to Parent\nor at the time of the filing thereof by the Company with the SEC, as the\ncase may be, at the time of the meeting of the Company's stockholders, if\nany, contain any untrue statement of a material fact or omit to state any\nmaterial fact required to be stated therein or necessary in order to make\nthe statements made therein, in the light of the circumstances under which\nthey were made, not misleading.\n     Section 5.10.  Absence of Certain Changes\n     Except as set forth in Schedule 5.10 hereto, the Company 10-K or\nthe Company 10-Qs, since the Balance Sheet Date, the Company and the\nSubsidiaries have conducted their business in the ordinary course\nconsistent with past practice and there has not been:\n          (a)  any event, occurrence or development of a state of\n     circumstances or facts which has had or reasonably could be expected\n     to have a Material Adverse Effect;\n          (b)  other than regular quarterly dividends in an amount not in\n     excess of $.025 per share per quarter, any declaration, setting aside\n     or payment of any dividend or other distribution with respect to any\n     shares of capital stock of the Company, or any repurchase, redemption\n     or other acquisition by the Company or any Subsidiary of any\n     outstanding shares of capital stock or other securities of, or other\n     ownership interests in, the Company or any Subsidiary;\n          (c)  any amendment of any material term of any outstanding\n     security of the Company or any Subsidiary that could reasonably be\n     expected to be materially adverse to the Company;\n          (d)  any incurrence, assumption or guarantee by the Company or\n     any Subsidiary of any indebtedness for borrowed money other than in\n     the ordinary course of business and in amounts and on terms consistent\n     with past practices;\n          (e)  any creation or assumption by the Company or any Subsidiary\n     of any material Lien on any material asset other than in the ordinary\n     course of business consistent with past practices;\n\n                                     46\n\n          (f)  any making of any material loan, advance or capital\n     contributions to or investment in any Person other than loans,\n     advances or capital contributions to or investments in wholly-owned\n     Subsidiaries made in the ordinary course of business consistent with\n     past practices;\n          (g)  any damage, destruction or other casualty loss (whether or\n     not covered by insurance) affecting the business or assets of the\n     Company or any Subsidiary which, individually or in the aggregate, has\n     had or would reasonably be expected to have a Material Adverse Effect;\n          (h)  any transaction or commitment made, or any contract or\n     agreement entered into, by the Company or any Subsidiary relating to\n     its assets or business (including the acquisition or disposition of\n     any assets) or any relinquishment by the Company or any Subsidiary of\n     any contract or other right, in either case, that has had or would\n     reasonably be expected to have a Material Adverse Affect, other than\n     transactions and commitments in the ordinary course of business\n     consistent with past practice and those contemplated by this\n     Agreement;\n          (i)  any change in any method of accounting or accounting\n     practice by the Company or any Subsidiary, except for any such change\n     required by reason of a concurrent change in generally accepted\n     accounting principles;\n          (j)  any (i) grant of any severance or termination pay to any\n     director or executive officer of the Company or any Subsidiary, (ii)\n     entering into of any employment, deferred compensation or other\n     similar agreement (or any amendment to any such existing\n     agreement) with any director or executive officer of the Company\n     or any Subsidiary, (iii) material increase in benefits payable\n     under any existing severance or termination pay policies or\n     employment agreements or (iv) increase in compensation, bonus or\n     other benefits payable to directors, officers or employees of\n     the Company or any Subsidiary, other than in each case in the\n     ordinary course of business consistent with past practice;\n               (k)  any labor dispute, other than routine individual\n     grievances, or any activity or proceeding by a labor union or\n     representative thereof to organize any employees of the Company or\n     any Subsidiary, which employees were not subject to a collective\n     bargaining agreement at the Balance Sheet Date, or any lockouts,\n     strikes, slowdowns, work stoppages or threats thereof by or with\n     respect to such employees which have had or could reasonably be\n     expected to have a Material Adverse Effect; or\n          (l)  any cancellation of any licenses, sublicenses, franchises,\n     permits or agreements to which the Company or any Subsidiary is a\n     party, or any notification to the Company or any Subsidiary that any\n     party to any such arrangements intends to cancel or not renew such\n     arrangements beyond its expiration date as in effect on the date\n     hereof, which cancellation or notification, individually or in the\n     aggregate, has had or reasonably could be expected to have a Material\n     Adverse Effect.\n\n     Section 5.11.  No Undisclosed Material Liabilities\n     Except as set forth in Schedule 5.11, the Company 10-K or the\nCompany 10-Qs, there are no liabilities of the Company or any Subsidiary of\nany kind whatsoever, whether accrued, contingent, absolute, determined,\ndeterminable or otherwise, and there is no existing condition, situation or\n\n\n\n                                     47\n\nset of circumstances which could reasonably be expected to result in such a\nliability, other than:\n          (a)  liabilities disclosed or provided for in the Balance Sheet;\n          (b)  liabilities incurred in the ordinary course of business\n     consistent with past practice since the Balance Sheet Date or as\n     otherwise specifically contemplated by this Agreement;\n          (c)  liabilities under this Agreement; and\n          (d)  other liabilities which individually or in the aggregate do\n     not and could not reasonably be expected to have a Material Adverse\n     Effect.\n     Section 5.12.  Litigation\n     Except as set forth in Schedule 5.12, the Company 10-K or the\nCompany 10-Qs, there is no action, suit, investigation or proceeding (or\nany basis therefor) pending against, or to the knowledge of the Company\nthreatened against or affecting, the Company or any Subsidiary or any of\ntheir respective properties before any court or arbitrator or any\ngovernmental body, agency or official which could reasonably be expected to\nhave a Material Adverse Effect, or which as of the date hereof in any\nmanner challenges or seeks to prevent enjoin, alter or materially delay the\nMerger or any of the other transactions contemplated hereby.\n     Section 5.13.  Taxes\n     (a)  Except as set forth in Schedule 5.13 or as would not\nreasonably be expected to have, individually or in the aggregate, a\nMaterial Adverse Effect:\n          (i)  all Tax returns, statements, reports and forms (including\n               estimated Tax returns and reports and information returns\n               and reports) required to be filed with any taxing authority\n               with respect to any Tax period (or portion thereof) ending\n               on or before the Effective Time (a \"Pre-Closing Tax Period\")\n               by or on behalf of the Company or any Subsidiary of the\n               Company (collectively, the \"Returns\"), were filed when due\n               (including any applicable extension periods) in accordance\n               with all applicable laws; as of the time of filing, the\n               Returns were true and complete in all material respects;\n          (ii) the Company and its Subsidiaries have timely paid, or\n               withheld and remitted to the appropriate Taxing authority,\n               all Taxes shown as due and payable on the Returns that have\n               or should have been filed;\n          (iii)the charges, accruals and reserves for Taxes with\n               respect to the Company and any Subsidiary for any Pre-\n               Closing Tax Period or Straddle Period (including any Pre-\n               Closing Tax Period or Straddle Period for which no Return\n               has yet been filed) reflected on the Balance Sheet (in\n               addition to any provision for deferred income Taxes) are\n               adequate to cover such Taxes as of the Balance Sheet Date. \"\n               \"Straddle Period\" is any tax period beginning before the\n               Effective Time but ending after the Effective Time.\n          (iv) there is no claim (including under any indemnification or\n               Tax-sharing agreement), audit, action, suit, proceeding, or\n               investigation now pending or threatened in writing against\n               or in respect of any Tax or \"Tax asset\" of the Company or\n               any Subsidiary. For purposes of this Section 5.13 and\n               Section 6.13, the term \"Tax Asset\" shall include any net\n               operating loss, net capital loss, investment Tax credit,\n               foreign Tax credit, charitable deduction or any other credit\n               or Tax attribute which could be carried forward or back to\n               reduce Taxes;\n\n                                     48\n\n          (v)  there are no Liens for Taxes upon the assets of the Company\n               or its Subsidiaries except for Liens for current Taxes not\n               yet due; and\n          (vi) neither the Company nor any Subsidiary is currently under\n               any obligation to pay any amounts of the type described in\n               clause (ii) or (iii) of the definition of \"Tax\", regardless\n               of whether such Tax is imposed on the Company or any\n               Subsidiary.\n     (b)  For purposes of this Section 5.13, \"tax\" or \"Tax\" means (i) any\ntax, governmental fee or other like assessment or charge of any kind\nwhatsoever (including, but not limited to, withholding on amounts paid to\nor by any Person), together with any interest, penalty, addition to tax or\nadditional amount imposed by any governmental authority responsible for the\nimposition of any such tax (domestic or foreign), (ii) in the case of the\nCompany or any Subsidiary, liability for the payment of any amount of the\ntype described in clause (i) as a result of being or having been before the\nEffective Time a member of an affiliated, consolidated, combined or unitary\ngroup (other than such a group of which the Company or any of its\nSubsidiaries is the common parent), or a party to any agreement or\narrangement, as a result of which liability of the Company or any\nSubsidiary to a taxing authority is determined or taken into account with\nreference to the liability of any other Person, and (iii) liability of the\nCompany or any Subsidiary for the payment of any amount as a result of\nbeing party to any tax sharing agreement or with respect to the payment of\nany amount of the type described in (i) or (ii) as a result of any existing\nexpress obligation (including, but not limited to, an indemnification\nobligation).\n\n     Section 5.14.  ERISA\n     (a) Schedule 5.14 contains a correct and complete list identifying\neach material \"employee benefit plan\", as defined in Section 3(3) of the\nEmployee Retirement Income Security Act of 1974 (\"ERISA\"), each employment,\nseverance or similar contract, plan, arrangement or policy and each other\nplan or arrangement (written or oral) providing for compensation, bonuses,\nprofit-sharing, stock option or other stock related rights or other forms\nof incentive or deferred compensation, vacation benefits, insurance\n(including any self-insured arrangements), health or medical benefits,\nemployee assistance program, disability or sick leave benefits, workers'\ncompensation, supplemental unemployment benefits, severance benefits and\npost-employment or retirement benefits (including compensation, pension,\nhealth, medical or life insurance benefits) which is maintained,\nadministered or contributed to by the Company or any Subsidiary and covers\nany employee or former employee of the Company or any Subsidiary, or with\nrespect to which the Company or any Subsidiary has any liability with\nrespect to any employee or former employee of the Company or any Subsidiary\n(other than any such plan, contract, policy or arrangement that is an\nInternational Plan, as defined below). Copies of such plans (and, if\napplicable, related trust or funding agreements or insurance policies) and\nall amendments thereto and written interpretations thereof have been made\navailable to Parent together with the most recent annual report (Form 5500\nincluding, if applicable, Schedule B thereto) and tax return (Form 990)\nprepared in connection with any such plan or trust. Such plans are referred\nto collectively herein as the \"Employee Plans\". For purposes of this\nSection 5.14, \"ERISA Affiliate\" of any Person means any other Person which,\ntogether with such Person, would be treated as a single employer under\nSection 414 of the Internal Revenue Code of 1986, as amended (the \"Code\").\n\n\n                                     49\n\n     (b)  Schedule 5.14 separately identifies each material Employee Plan\nthat is subject to Title IV of ERISA (other than a Multiemployer Plan, as\ndefined below) (a \"Title IV Plan\"). Schedule 5.14 separately identifies\neach Employee Plan which is a multiemployer plan, as defined in Section\n3(37) of ERISA (a \"Multiemployer Plan\"). Except as would not reasonably be\nexpected to have a Material Adverse Affect, if a \"complete withdrawal\" by\nSeller and all of its ERISA Affiliates were to occur as of the Effective\nTime with respect to all Multiemployer Plans, to the knowledge of the\nCompany, none of the Company, any Subsidiary or any of their ERISA\nAffiliates would incur any withdrawal liability under Title IV of ERISA.\nNeither the Company nor any ERISA Affiliate of the Company has incurred any\nliability under Title IV of ERISA (other than for PBGC Premium not yet\ndue).\n    (c)  A current favorable Internal Revenue Service determination letter\nis in effect with respect to each Employee Plan which is intended to be\nqualified under Section 401(a) of the Code (or the relevant remedial\namendment period has not expired with respect to such Employee Plan), and\nthe Company knows of no circumstance giving rise to a material likelihood\nthat such letter could be revoked by the Internal Revenue Service. The\nCompany has made available to Parent copies of the most recent Internal\nRevenue Service determination letters with respect to each such Plan. Each\nEmployee Plan has been maintained in compliance with its terms and with the\nrequirements prescribed by any and all statutes, orders, rules and\nregulations, including but not limited to ERISA and the Code, which are\napplicable to such Employee Plan, other than any non-compliance which would\nnot reasonably be expected to have, individually or in the aggregate, a\nMaterial Adverse Effect. No events have occurred with respect to any\nEmployee Plan that would reasonably be expected to result in payment or\nassessment of any material excise taxes under Sections 4972, 4975, 4976,\n4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code, other than any excise\ntaxes which would not reasonably be expected to have, individually or in\nthe aggregate, a Material Adverse Effect.\n     (d)  Except as set forth in Schedule 5.14, the consummation of the\ntransactions contemplated by this Agreement will not (either alone or\ntogether with any termination of employment) entitle any employee or\nindependent contractor of the Company or any Subsidiary to severance pay or\naccelerate the time of payment or vesting or trigger any payment of funding\n(through a grantor trust or otherwise) of material compensation or benefits\nunder, materially increase the amount payable or trigger any other material\nobligation pursuant to, any Employee Plan.\n     (e)  Neither the Company nor any Subsidiary has any liability in\nrespect of post-retirement health, medical or life insurance benefits for\nretired, former or current employees of the Company or its Subsidiaries\nexcept for coverage under Section 4980B of the Code or coverage the full\ncost of which is paid for by the retired, former or current employee.\n     (f)  There has been no amendment to, written interpretation or\nannouncement (whether or not written) by the Company or any of its\nAffiliates relating to, or change in employee participation or coverage\nunder, an Employee Plan which would increase the expense of maintaining\nsuch Employee Plan above the level of the expense incurred in respect\nthereof for the fiscal year ended December 25, 1999, except for any such\nincrease which would not reasonably be expected to have a Material Adverse\nEffect.\n\n\n                                     50\n\n     (g)  Except as previously disclosed to Parent, neither the Company nor\nany Subsidiary is a party to or subject to, or is currently negotiating in\nconnection with entering into, any collective bargaining agreement or other\ncontract or understanding with a labor union or labor organization.\n     (h)  Except for any failures which would not be reasonably expected to\nhave a Material Adverse Effect, all contributions and payments accrued\nunder each Employee Plan, determined in accordance with prior funding and\naccrual practices, as adjusted to include proportional accruals for the\nperiod ending as of the date hereof, have been discharged and paid on or\nprior to the date hereof except to the extent reflected as a liability on\nthe Balance Sheet.\n     (i)  Schedule 5.14(i) identifies each International Plan (as defined\nbelow) covering 100 employees or more. The Company has furnished to Parent\ncopies of each International Plan. Each International Plan has been\nmaintained in compliance with its terms and with the requirements\nprescribed by any and all applicable statutes, orders, rules and\nregulations (including any special provisions relating to qualified plans\nwhere such Plan was intended to so qualify) and has been maintained in good\nstanding with applicable regulatory authorities, other than any non-\ncompliance which would not reasonably be expected to have, individually or\nin the aggregate, a Material Adverse Effect. There has been no amendment\nto, written interpretation of or announcement (whether or not written) by\nthe Company or any Subsidiary relating to, or change in employee\nparticipation or coverage under, any International Plan that would increase\nthe expense of maintaining such International Plan above the level of\nexpense incurred in respect thereof for the most recent fiscal year ended\nprior to the date hereof, except for any such increase which would not\nreasonably be expected to have a Material Adverse Effect. For purposes of\nthis Section 5.14, \"International Plan\" means any employment, severance or\nsimilar contract or arrangement (whether or not written) or any plan,\npolicy, fund, program or arrangement or contract providing for severance,\ninsurance coverage (including any self-insured arrangements), workers'\ncompensation, disability benefits, supplemental unemployment benefits,\nvacation benefits, pension or retirement benefits or for deferred\ncompensation, profit-sharing, bonuses, stock options, stock appreciation\nrights or other forms of incentive compensation or post-retirement\ninsurance, compensation or benefits that (i) is intended primarily for the\nbenefit of employees or beneficiaries based outside the U.S., (ii) is\nentered into, maintained, administered or contributed to by the Company or\nany Subsidiary and (iii) covers any employee or former employee of the\nCompany or any Subsidiary.\n     Section 5.15.  Labor Matters\n     Except as set forth in Schedule 5.15 and except for such matters as\nwould not, individually or in the aggregate, reasonably be expected to have\na Material Adverse Effect, there are no (i) labor strikes, disputes,\nslowdowns, representation or certification campaigns or work stoppages or\nother concerted activities with respect to employees of any of the Company\nor any Subsidiary pending, or to the knowledge of the Company, threatened\nagainst or affecting the Company or any Subsidiary, (ii) grievance or\narbitration proceedings, decisions, side letters, letter agreements,\nletters of understanding or settlement agreements arising out of collective\nbargaining agreements to which the Company or any Subsidiary is a party,\n(iii) unfair labor practice complaints pending or, to the knowledge of the\nCompany, threatened against the Company or any Subsidiary, or (iv)\nactivities or proceedings of any labor union or employee association to\norganize any such employees.\n\n\n                                     51\n\n     (b)  Except to the extent set forth in Schedule 5.15 and except for\nsuch matters as would not, individually or in the aggregate, have a\nMaterial Adverse Effect, the Company and its Subsidiaries are in compliance\nwith all applicable laws respecting employment and employment practices,\nterms and conditions of employment and wages and hours.\n     (c)  Except to the extent set forth in Schedule 5.15 and except for\nsuch matters as would not, individually or in the aggregate, reasonably be\nexpected to have a Material Adverse Effect, there are no pending\nadministrative matters with any federal, provincial, state or local\nagencies regarding (i) violations or alleged violations of any federal,\nprovincial, state or local wage and hour law or any federal, provincial,\nstate or local law with respect to discrimination on the basis of race,\ncolor, creed, national origin, religion or any other basis under such\nfederal, provincial, state or local law, (ii) any claimed violation of\nTitle VII of the 1964 Civil Rights Act, as amended, (iii) any allegation or\nclaim arising out of Executive Order 11246 or any other applicable order\nrelating to governmental contractors or state contractors, or (iv) any\nviolation or alleged violation of the Age Discrimination and Employment\nAct, as amended, or any other federal, provincial, state or local statute\nor ordinance, or any other applicable laws with respect to wages, hours,\nemployment practices and terms and conditions of employment.\n     Section 5.16.  Compliance with Laws\n     Except to the extent set forth in Schedules 5.11, 5.12 and 5.19,\nneither the Company nor any Subsidiary is in violation of, or has since\nJanuary 1, 1999 violated, and to the knowledge of the Company none is under\ninvestigation with respect to or has been threatened to be charged with or\ngiven notice of any violation of, any applicable law, rule, regulation,\njudgment, injunction, order or decree, except for violations that have not\nhad and would not reasonably be expected to have, individually or in the\naggregate, a Material Adverse Effect.\n     Section 5.17.  Licenses and Permits\n     Except as set forth on Schedule 5.17 and except where the failure\nof the following to be true would not reasonably be expected to have,\neither individually or in the aggregate, a Material Adverse Effect, (i) the\nCompany or its Subsidiaries own, hold or possess adequate right to use all\nmaterial licenses, franchises, permits, certificates, approvals or other\nsimilar authorizations affecting, or relating in any way to, the assets or\nbusiness of the Company and its Subsidiaries (the \"Permits\") required in\nconnection with the operation of the business of the Company and its\nSubsidiaries, (ii) the Permits are valid and in full force and effect,\n(iii) neither the Company nor any Subsidiary is in default under, and no\ncondition exists that with notice or lapse of time or both would constitute\na default under, the Permits and (iv) none of the Permits will be\nterminated or impaired or become terminable, in whole or in part, as a\nresult of the transactions contemplated hereby.\n     Section 5.18.  Intellectual Property\n     Except as set forth in Schedule 5.18, the Company and the\nSubsidiaries own or possess adequate licenses or other rights to use all\nIntellectual Property Rights necessary to conduct the business now operated\nby them, except where the failure to own or possess such licenses or rights\nhas not had and would not be reasonably likely to have a Material Adverse\nEffect and, to the knowledge of the Company, the Intellectual Property\nRights of the Company and the Subsidiaries do not conflict with or infringe\nupon any Intellectual Property Rights of others to the extent that, if\nsustained, such conflict or infringement has had and would be reasonably\nlikely to have a Material Adverse Effect. For purposes of this Agreement,\nan \"Intellectual Property Right' means any trademark, service mark, trade\n\n                                     52\n\nname, mask work, copyright, patent, software license, other data base,\ninvention, trade secret, know-how (including any registrations or\napplications for registration of any of the foregoing) or any other similar\ntype of proprietary intellectual property right.\n     Section 5.19.  Environmental Matters\n     (a)  Except for such matters, individually or in the aggregate, as\nwould not be reasonably expected to have a Material Adverse Effect or as\nset forth in Schedule 5.19, the Company 10-K or the Company 10-Qs:\n          (i)  no notice, notification, demand, request for information,\n               citation, summons or order has been received, no complaint\n               has been filed, no penalty has been assessed, and no\n               investigation, action, claim, suit, proceeding or review (or\n               any basis therefor) is pending or, to the knowledge of the\n               Company or any Subsidiary, is threatened by any governmental\n               entity or other Person with respect to any matters relating\n               to the Company or any Subsidiary and relating to or arising\n               out of any Environmental Law;\n          (ii) there are no liabilities of or relating to the Company or\n               any Subsidiary of any kind whatsoever whether accrued,\n               contingent, absolute, determined, determinable or otherwise,\n               arising under or relating to any Environmental Law, and\n               there are no facts, conditions, situations or set of\n               circumstances that could reasonably be expected to result in\n               or be the basis for any such liability;\n          (iii)the Company and its Subsidiaries are and have been in\n               compliance with all Environmental Laws and have obtained and\n               are in compliance with all Environmental Permits; and\n          (iv) no Hazardous Substance has been discharged, disposed of,\n               dumped, injected, pumped, deposited, spilled, leaked,\n               emitted or released at any property now or previously owned,\n               leased or operated by the Company or any Subsidiary.\nFor purposes of this Section 5.19(a), the \"Company\" and \"Subsidiary\" shall\ninclude any entity which is, in whole or in part, a predecessor of the\nCompany or any Subsidiary.\n     (b)  Since January 1, 1997, except as set forth in Schedule 5.19,\nthere has been no written environmental investigation, study, audit, test,\nreview or other analysis conducted of which the Company has knowledge in\nrelation to the current or prior business of the Company or any Subsidiary\nor any property or facility now or previously owned, leased or operated by\nthe Company or any Subsidiary which has not been delivered (to the extent\nthe Company has possession thereof) to Parent at least five days prior to\nthe date hereof.\n     (c)  Except as set forth in Schedule 5.19, neither the Company nor any\nSubsidiary owns, leases or operates or has owned, leased or operated any\nreal property, or conducts or has since January 1, 1997 conducted any\noperations, in New Jersey or Connecticut.\n     (d)  For purposes of this Section 5.19, the following terms shall have\nthe meanings set forth below:\n          \"Environmental Laws\" means any federal, state, provincial, local\n     and foreign law (including, without limitation, common law), treaty,\n     judicial decision, regulation, rule, judgment, order, decree,\n     injunction, permit or governmental restriction or requirement or any\n     agreement or contract with any governmental authority or other third\n     party, relating to human health and safety, the environment or to\n     pollutants, contaminants, wastes or chemicals or any toxic,\n     radioactive, ignitable, corrosive, reactive or otherwise hazardous\n     substances, wastes or materials.\n\n                                     53\n\n          \"Environmental Permits\" means all permits, licenses, franchises,\n     certificates, approvals and other similar authorizations of\n     governmental authorities relating to or required by Environmental Laws\n     and affecting the business of the Company or any of its Subsidiaries\n     as currently conducted.\n          \"Hazardous Substances\" means any pollutant, contaminant, waste or\n     chemical or any toxic, radioactive, ignitable, corrosive, reactive or\n     otherwise hazardous substance, waste or material, or any substance,\n     waste or material having any constituent elements displaying of the\n     foregoing characteristics, including, without limitation, petroleum,\n     its derivatives, by-products and other hydrocarbons, which in any\n     event is regulated under Environmental Laws.\n     Section 5.20.  Finders' Fees\n     Except for J.P. Morgan Securities Inc. and Peter J. Solomon Company\nLimited, a copy of whose engagement agreements have been provided to\nParent, there is no investment banker, broker, finder or other intermediary\nwhich has been retained by or is authorized to act on behalf of the Company\nor any Subsidiary who might be entitled to any fee or commission from\nParent or any of its affiliates upon consummation of the transactions\ncontemplated by this Agreement.\n     Section 5.21.  Inapplicability of Certain Restrictions\n     The Company has taken all action necessary to exempt the Offer, the\nExchange Offer, the Merger, this Agreement, and the transactions\ncontemplated hereby from Section 203 of the Delaware Law.  Unless Merger\nCo. owns at least 90% of the issued and outstanding shares of Company\nCommon Stock, the adoption of this Agreement by the affirmative vote of the\nholders of shares of Company Common Stock entitling such holders to\nexercise at least a majority of the voting power of the shares of Company\nCommon Stock is the only vote of holders of any class or series of the\ncapital stock of the Company required to adopt this Agreement, or to\napprove the Merger or any of the other transactions contemplated hereby and\nno higher or additional vote is required pursuant to the Company's\nCertificate of Incorporation or otherwise.\n     Section 5.22.  Rights Plan\n     The Company has not entered into, and its Board of Directors has\nnot adopted or authorized the adoption of, a shareholder rights or similar\nagreement.\n                                 ARTICLE 6\n\n                 REPRESENTATIONS AND WARRANTIES OF PARENT\n     Parent represents and warrants to the Company as of the date hereof\nand as of the Effective Time that:\n     Section 6.01.  Corporate Existence And Power\n     Parent is a corporation duly incorporated, validly existing and in\ngood standing under the laws of Delaware and has all corporate powers and\nall material governmental licenses, authorizations, consents and approvals\nrequired to carry on its business as now conducted. Parent is duly\nqualified to do business as a foreign corporation and is in good standing\nin each jurisdiction where the character of the property owned or leased by\nit or the nature of its activities makes such qualification necessary,\nexcept for those jurisdictions where the failure to be so qualified would\nnot, individually or in the aggregate, reasonably be expected to have a\nmaterial adverse effect on the condition (financial or otherwise),\nbusiness, assets, liabilities or results of operations of Parent and the\nParent Subsidiaries taken as a whole (\"Parent Material Adverse Effect\").\nParent has heretofore delivered to the Company true and complete copies of\nParent's certificate of incorporation and bylaws as currently in effect.\n\n                                     54\n\n\n     Section 6.02.  Corporate Authorization\n     The execution, delivery and performance by Parent and Merger Co. of\nthis Agreement and the consummation by Parent and Merger Co. of the\ntransactions contemplated hereby are within the corporate powers of Parent\nand Merger Co. and have been duly authorized by all necessary corporate and\nstockholder action. This Agreement constitutes a valid and binding\nagreement of each of Parent and Merger Co.\n     Section 6.03.  Governmental Authorization\n     The execution, delivery and performance by Parent and Merger Co. of\nthis Agreement and the consummation by Parent and Merger Co. of the\ntransactions contemplated by this Agreement require no action by or in\nrespect of, or filing with, any governmental body, agency, official or\nauthority other than (a) the filing of a certificate of merger in\naccordance with Delaware Law; (b) compliance with any applicable\nrequirements of the HSR Act; (c) compliance with any applicable non-United\nStates laws intended to prohibit, restrict or regulate actions having the\npurpose or effect of monopolization or restraint of trade; and (d)\ncompliance with any applicable requirements of the Securities Act and the\nExchange Act.\n     Section 6.04.  Non-Contravention\n     Except as set forth in Schedule 6.04, the execution, delivery and\nperformance by Parent and Merger Co. of this Agreement and the consummation\nby Parent and Merger Co. of the transactions contemplated hereby do not and\nwill not (a) contravene or conflict with the certificate of incorporation\nor bylaws of Parent or Merger Co., (b) assuming compliance with the matters\nreferred to in Section 6.03, contravene or conflict with any provision of\nlaw, regulation, judgment, writ, injunction, order or decree of any court\nor governmental authority binding upon or applicable to Parent or Merger\nCo. or any of their properties or assets, or (c) constitute a default under\nor give rise to any right of termination, cancellation or acceleration of\nany right or obligation of Parent or Merger Co. or to a loss of any benefit\nto which Parent or Merger Co. is entitled under any provision of any\nmaterial agreement, contract or other instrument binding upon Parent or\nMerger Co. or any license, franchise, permit or other similar authorization\nheld by the Parent or Merger Co., or (d) result in the creation or\nimposition of any Lien on any asset of the Parent or Merger Co., except, in\nthe case of clauses (b), (c) and (d) of this Section 6.04, for any such\nviolation, failure to obtain any such consent or other action, default,\nright, loss or Lien that would not, individually or in the aggregate, be\nreasonably expected to have a Parent Material Adverse Effect.\n     Section 6.05.  Capitalization\n     The authorized capital stock of Parent consists of 900,000,000\nshares of Parent Common Stock and 900,000,000 shares of Class B common\nstock, par value $0.10 per share (the \"Class B Common Stock\"). As of the\nclose of business on December 28, 2000, there were outstanding 120,429,640\nshares of Parent Common Stock and 102,645,048 shares of Class B Common\nStock. As of the close of business on December 2, 2000, there were\noutstanding stock options to purchase an aggregate of 6,739,160 shares of\nParent Common Stock (of which options to purchase an aggregate of 3,743,535\nshares of Parent Common Stock were exercisable). All outstanding shares of\ncapital stock of Parent have been duly authorized and validly issued and\nare fully paid and nonassessable.  Except for changes since December 2,\n2000 resulting from the exercise of employee stock options outstanding on\nsuch date, there are outstanding (a) no shares of capital stock or other\nvoting securities of the Company, (b) no securities of the Company\nconvertible into or exchangeable for shares of capital stock or voting\n\n                                     55\n\n\nsecurities of the Company, and (c) no options or other rights to acquire\nfrom the Company or any Subsidiary, and no obligation of the Company or any\nSubsidiary to issue, any capital stock, voting securities or\nsecurities convertible into or exchangeable for capital stock or voting\nsecurities of the Company (the items in clauses (a), (b) and (c) of this\nSection 6.05 being referred to collectively as the \"Parent Securities\").\nThere are no outstanding obligations of the Parent or any Parent Subsidiary\nto repurchase, redeem or otherwise acquire any Parent Securities.\n     Section 6.06.  Parent Subsidiaries\n     (a) Each Parent Subsidiary is a corporation duly incorporated,\nvalidly existing and in good standing under the laws of its jurisdiction of\nincorporation, has all corporate powers and all material governmental\nlicenses, authorizations, consents and approvals required to carry on its\nbusiness as now conducted and is duly qualified to do business as a foreign\ncorporation and is in good standing in each jurisdiction where the\ncharacter of the property owned or leased by it or the nature of its\nactivities makes such qualification necessary, except for those\njurisdictions where failure to be so qualified would not, individually or\nin the aggregate, reasonably be expected to have a Parent Material Adverse\nEffect. For purposes of this Agreement, \"Parent Subsidiary\" means any\ncorporation or other entity of which securities or other ownership\ninterests having ordinary voting power to elect a majority of the board of\ndirectors or other persons performing similar functions are directly or\nindirectly owned by Parent and\/or one or more Parent Subsidiaries. All\nParent Subsidiaries and their respective jurisdictions of incorporation are\nidentified in Schedule 6.06.\n     (b)  All of the outstanding capital stock of, or other ownership\ninterests in, each Parent Subsidiary, is owned by Parent, directly or\nindirectly, free and clear of any Lien and free of any other limitation or\nrestriction (including any restriction on the right to vote, sell or\notherwise dispose of such capital stock or other ownership interests).\nThere are no outstanding (i) securities of Parent or any Parent Subsidiary\nconvertible into or exchangeable for shares of capital stock or other\nvoting securities or ownership interests in any Parent Subsidiary, and (ii)\noptions or other rights to acquire from Parent or any Parent Subsidiary,\nand no other obligation of the Parent or any Parent Subsidiary to issue,\nany capital stock, voting securities or other ownership interests in, or\nany securities convertible into or exchangeable for any capital stock,\nvoting securities or ownership interests in, any Parent Subsidiary (the\nitems in clauses (i) and (ii) of this Section 6.06(b) being referred to\ncollectively as the \"Parent Subsidiary Securities\"). There are no\noutstanding obligations of Parent or any Parent Subsidiary to repurchase,\nredeem or otherwise acquire any outstanding Parent Subsidiary Securities.\n     (c)  Since the date of its incorporation, Merger Co. has not engaged\nin any activities other than in connection with or as contemplated by this\nAgreement.\n     Section 6.07.  SEC Filings\n     (a)  Parent has delivered or made available to the Company (i)\nParent's annual report on Form 10-K for the year ended September 30, 2000\n(the \"Parent 10-K\"), (ii) its proxy or information statements relating to\nmeetings of, or actions taken without a meeting by, the stockholders of the\nCompany held since January 1, 1998, and (iii) all of its other reports,\nstatements, schedules and registration statements filed with the SEC since\nJanuary 1, 1998.\n\n\n\n                                     56\n\n     (b)  As of its filing date, each such report or statement filed\npursuant to the Exchange Act did not contain any untrue statement of a\nmaterial fact or omit to state any material fact necessary in order to make\nthe statements made therein, in the light of the circumstances under which\nthey were made, not misleading.\n     (c)  Each such registration statement, as amended or supplemented, if\napplicable, filed pursuant to the Securities Act as of the date such\nstatement or amendment became effective did not contain any untrue\nstatement of a material fact or omit to state any material fact required to\nbe stated therein or necessary to make the statements therein not\nmisleading.\n     Section 6.08.  Parent Financial Statements\n     .  The audited consolidated financial statements of Parent included in\nthe Parent 10-K fairly present, in all material respects, in conformity\nwith generally accepted accounting principles applied on a consistent basis\n(except as may be indicated in the notes thereto), the consolidated\nfinancial position of Parent and its consolidated subsidiaries as of the\ndates thereof and their consolidated statements of income, stockholders'\nequity and cash flows for the periods then ended (subject to normal year-\nend adjustments in the case of any unaudited interim financial statements).\nFor purposes of this Agreement, \"Parent Balance Sheet\" means the\nconsolidated balance sheet of Parent as of September 30, 2000 as set forth\nin the Company 10-K and \"Parent Balance Sheet Date\" means September 30,\n2000.\n     Section 6.09.  Disclosure Documents\n     (a)  Each document required to be filed by Parent with the SEC in\nconnection with the transactions contemplated by this Agreement (the\n\"Parent Disclosure Documents\"), including, without limitation, (i) the Form\nTO\/A, (ii) the Exchange Form TO, (iii) the Exchange Form S-4 and (iv) the\nMerger Form S-4 (as defined in Section 9.01) to be filed with the SEC in\nconnection with the Offer, the Exchange Offer or the Merger and any\namendments or supplements thereto will, when filed, comply as to form in\nall material respects with the applicable requirements of the Exchange Act\nexcept that no representation or warranty is made hereby with respect to\nany information furnished to Parent by the Company in writing specifically\nfor inclusion in the Company Disclosure Documents.\n     (b)  At the time the Form TO\/A, the Exchange Form TO, the Exchange\nForm S-4 and the Merger Form S-4 or any amendment or supplement thereto is\nfirst mailed to stockholders of the Company, and, with respect to the\nExchange Form S-4 and the Merger Form S-4 only, at the time such Form S-4\nis declared effective by the SEC, the Form TO\/A, the Exchange Form TO, the\nExchange Form S-4 and the Merger Form S-4, as supplemented or amended, if\napplicable, will not contain any untrue statement of a material fact or\nomit to state any material fact necessary in order to make the statements\nmade therein, in the light of the circumstances under which they were made,\nnot misleading. At the time of the filing of any Parent Disclosure Document\nother than the Exchange Form S-4 or the Merger Form S-4 and at the time of\nany distribution thereof, such Parent Disclosure Document will not contain\nany untrue statement of a material fact or omit to state a material fact\nnecessary in order to make the statements made therein, in the light of the\ncircumstances under which they were made, not misleading. The\nrepresentations and warranties contained in this Section 6.09(b) will not\napply to statements or omissions included in the Parent Disclosure\nDocuments based upon information furnished to Parent in writing by the\nCompany specifically for use therein.\n\n\n\n                                     57\n\n     (c)  Neither the information with respect to Parent or any Parent\nSubsidiary that Parent furnishes in writing to the Company specifically for\nuse in the Company Disclosure Documents nor the information incorporated by\nreference from documents filed by Parent with the SEC will, at the time of\nthe provision thereof to Parent or at the time of  the filing thereof by\nParent with the SEC, as the case may be, and at the time of the meeting of\nthe Company's stockholders, if any, contain any untrue statement of a\nmaterial fact or omit to state any material fact required to be stated\ntherein or necessary in order to make the statements made therein, in the\nlight of the circumstances under which they were made, not misleading.\n     Section 6.10.  Absence of Certain Changes\n     Except as set forth in Schedule 6.10 hereto or the Parent 10-K\nsince the Parent Balance Sheet Date, Parent and the Parent Subsidiaries\nhave conducted their business in the ordinary course consistent with past\npractice and there has not been:\n          (a)  any event, occurrence or development of a state of\n     circumstances or facts which has had or reasonably could be expected\n     to have a Parent Material Adverse Effect;\n          (b)  any declaration (other than a quarterly dividend consistent\n     with past practices), setting aside or payment of any dividend or\n     other distribution with respect to any shares of capital stock of\n     Parent, or any repurchase, redemption or other acquisition by Parent\n     or any Parent Subsidiary of any outstanding shares of capital stock or\n     other securities of, or other ownership interests in, Parent or any\n     Parent Subsidiary (other than pursuant to Parent's previously\n     announced repurchase program);\n          (c)  any amendment of any material term of any outstanding\n     security of Parent or any Parent Subsidiary that could reasonably be\n     expected to be materially adverse to Parent;\n          (d)  any creation or assumption by the Parent or any Parent\n     Subsidiary of any material Lien on any material asset other than in\n     the ordinary course of business consistent with past practices;\n          (e)  any damage, destruction or other casualty loss (whether or\n     not covered by insurance) affecting the business or assets of Parent\n     or any Parent Subsidiary which, individually or in the aggregate, has\n     had or would reasonably be expected to have a Parent Material Adverse\n     Effect;\n          (f)  any change in any method of accounting or accounting\n     practice by Parent or any Parent Subsidiary, except for any such\n     change required by reason of a concurrent change in generally accepted\n     accounting principles;\n          (g)  any labor dispute, other than routine individual grievances,\n     or any activity or proceeding by a labor union or representative\n     thereof to organize any employees of Parent or any Parent Subsidiary,\n     which employees were not subject to a collective bargaining agreement\n     at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work\n     stoppages or threats thereof by or with respect to such employees\n     which have had or could reasonably be expected to have a Parent\n     Material Adverse Effect; or\n          (h)  any cancellation of any licenses, sublicenses, franchises,\n     permits or agreements to which the Parent or any Parent Subsidiary is\n     a party, or any notification to Parent or any Parent Subsidiary that\n     any party to any such arrangements intends to cancel or not renew such\n     arrangements beyond its expiration date as in effect on the date\n     hereof, which cancellation or notification, individually or in the\n     aggregate, has had or reasonably could be expected to have a Parent\n     Material Adverse Effect.\n\n                                     58\n\n\n     Section 6.11.  No Undisclosed Material Liabilities\n     Except as set forth in the Parent 10-K, there are no liabilities,\ncommitments or obligations of the Parent or any of its subsidiaries of any\nkind whatsoever whether accrued, contingent, absolute, determined,\ndeterminable or otherwise, and there is no existing condition, situation or\nset of circumstances that would reasonably be likely to result in such a\nliability commitment or obligation, other than:\n     (a)  liabilities, commitments or obligations disclosed or provided for\nin the Parent Balance Sheet or in the Parent 10-K;\n     (b)  liabilities, commitments or obligations incurred in the ordinary\ncourse of business consistent with past practice since the Parent Balance\nSheet Date;\n     (c)  liabilities, commitments or obligations under this Agreement; and\n     (d)  liabilities, commitments or obligations that individually or in\nthe aggregate have not had and are not reasonably likely to have a Parent\nMaterial Adverse Effect.\n     Section 6.12.  Adequate Funds.\n     Parent will have as of the time of acceptance for payment and\npurchase of shares of Company Common Stock pursuant to the Offer sufficient\nfunds for the purchase of all shares of Company Common Stock that Parent or\nMerger Co. becomes obligated to accept for payment pursuant to the Offer\nand to consummate the transactions contemplated by this Agreement.\n     Section 6.13.  Ownership of Company Common Stock.\n     As of the date of this Agreement, Parent owns 574,200 shares of\nCompany Common Stock.\n     Section 6.14.  Finders' Fees\n     Except for Merrill Lynch &amp; Co., whose fees will be paid by Parent,\nthere is no investment banker, broker, finder or other intermediary who\nmight be entitled to any fee or commission from the Company or any of its\naffiliates upon consummation of the transactions contemplated by this\nAgreement.\n     Section 6.15.  Compliance of Laws.\n     Except as disclosed in the Parent 10-K, neither Parent nor any Parent\nSubsidiary is in violation of, or has since January 1, 1999 violated, and\nto the knowledge of Parent, is under investigation with respect to or has\nbeen threatened to be charged with or given notice of any violation of, any\napplicable law, rule, regulation, judgment, injunction, order or decree,\nexcept for violations that have not had and would not reasonably be\nexpected to have, individually or in the aggregate, a Parent Material\nAdverse Effect.\n                                 ARTICLE 7\n\n                         COVENANTS OF THE COMPANY\n\n     Section 7.01.  Conduct of the Company\n     From the date hereof until the Control Date, except as contemplated\nby this Agreement, the Company and the Subsidiaries shall conduct their\nbusiness in the ordinary course consistent with past practice and shall use\ntheir reasonable best efforts to preserve intact their business\norganizations and relationships with third parties and to keep available\nthe services of their present officers and employees. Without limiting the\ngenerality of the foregoing, except as set forth in Schedule 7.01, from the\ndate hereof until the Control Date and unless consented to in writing by\nParent, the Company will not and will cause its Subsidiaries not to:\n          (a)  adopt or propose any change in its certificate of\n     incorporation or bylaws;\n\n                                     59\n\n          (b)  except pursuant to existing agreements or arrangements, or\n     as specifically permitted by this Agreement:\n          (i)  acquire (by merger, consolidation or acquisition of stock or\n               assets) any corporation, partnership or other business\n               organization or division thereof for an amount in excess of\n               $5 million in the aggregate, or sell, lease or otherwise\n               dispose of a subsidiary or an amount of assets or securities\n               for an amount in excess of $20 million in the aggregate;\n          (ii) make any investment in an amount in excess of $20 million in\n               the aggregate whether by purchase of stock or securities,\n               contributions to capital or any property transfer, or\n               purchase for an amount in excess of $20 million in the\n               aggregate, any property or assets of any other individual or\n               entity;\n          (iii)other than in the ordinary course of business consistent\n               with past practice, waive, release, grant, or transfer any\n               rights of material value;\n          (iv) other than in the ordinary course of business consistent\n               with past practice, modify or change in any material respect\n               any existing material license, lease, contract, or other\n               document;\n          (v)  incur, assume or prepay an amount of long-term or short-term\n               debt in excess of $150 million in the aggregate (net of cash\n               and marketable securities);\n          (vi) assume, guarantee, endorse or otherwise become liable or\n               responsible (whether directly, contingently or otherwise)\n               for the obligations of any other person (other than any\n               Subsidiary) which, are in excess of $5 million in the\n               aggregate;\n          (vii)make any loans, advances or capital contributions to, or\n               investments in, any other person which are in excess of $20\n               million in the aggregate; or\n          (viii)make any new capital expenditures which, individually or in\n               the aggregate, would exceed $200 million in the first six\n               months of the 2001 calendar year.\n          (c)  split, combine or reclassify any shares of its capital\n     stock, declare, set aside or pay any dividend or other distribution\n     (whether in cash, stock or property or any combination thereof) in\n     respect of its capital stock except regular quarterly dividends, other\n     than cash dividends and distributions by a wholly owned subsidiary of\n     the Company to the Company or to a subsidiary all of the capital stock\n     of which is owned directly or indirectly by the Company, or, other\n     than consistent with its past practice of acquiring shares of Company\n     Common Stock to meet its obligation to reserve and issue shares of\n     Company Common Stock under any stock option or compensation plan or\n     arrangement of the Company, redeem, repurchase or otherwise acquire or\n     offer to redeem, repurchase, or otherwise acquire any of its\n     securities or any securities of its Subsidiaries;\n\n          (d)  except as specifically permitted by this Agreement, adopt or\n     amend any material bonus, profit sharing, compensation, severance,\n     termination, stock option, pension, retirement, deferred compensation,\n     employment or employee benefit plan, agreement, trust, plan, fund or\n     other arrangement for the benefit and welfare of any director, officer\n     or employee, or (except for normal increases in the ordinary course of\n     business that are consistent with past practices and that, in the\n     aggregate, do not result in a material increase in benefits or\n\n                                     60\n\n     compensation expense to the Company) increase in any manner the\n     compensation or fringe benefits of any director, officer or employee\n     or pay any benefit not required by any existing plan or arrangement\n     (including, without limitation, the granting of stock options or stock\n     appreciation rights or the removal of existing restrictions in any\n     benefit plans or agreements);\n          (e)  except as set forth in Schedule 7.01, pay, discharge or\n     satisfy any material claims, liabilities or obligations (whether\n     absolute, accrued, asserted or unasserted, contingent or otherwise)\n     other than the payment, discharge or satisfaction in the ordinary\n     course of business, consistent with past practices, of liabilities\n     reflected or reserved against in the consolidated financial statements\n     of the Company or incurred in the ordinary course of business,\n     consistent with past practices;\n          (f)  except as set forth in Schedule 7.01, approve any new labor\n     agreements;\n          (g)  take any action other than in the ordinary course of\n     business and consistent with past practices with respect to accounting\n     policies or procedures;\n          (h)  agree or commit to do any of the foregoing; or\n          (i)  knowingly take or agree or commit to take any action that\n     would make any representation and warranty of the Company hereunder\n     inaccurate in any material respect at, or as of any time prior to, the\n     Effective Time.\n     Section 7.02.  Stockholder Meeting\n     The Company shall cause a meeting of its stockholders (the \"Company\nStockholder Meeting\") to be duly called and held after the purchase of and\npayment for the shares of Company Common Stock pursuant to the Offer for\nthe purpose of voting on the approval and adoption of this Agreement and\nthe Merger, if such meeting is required. Subject to Section 7.04, the Board\nof Directors of the Company shall recommend approval and adoption of this\nAgreement and the Merger by the Company's stockholders and shall not\nwithdraw such recommendation.\n     Section 7.03.  Access to Information\n     From the date hereof until the Effective Time, the Company will (a)\ngive Parent and its counsel, financial advisors, auditors and other\nauthorized representatives (collectively, the \"Representatives\") reasonable\naccess during normal business hours to the offices, properties, books and\nrecords of the Company and the Subsidiaries, (b) provide the\nRepresentatives reasonable access to and the right to consult with\nrepresentatives of the Company handling any labor negotiations with any\nunion representing employees of the Company, (c) furnish to Parent and the\nRepresentatives such financial and operating data and other information as\nsuch Persons may reasonably request in order to complete the transactions\ncontemplated hereby and (d) instruct the Company's employees, counsel and\nfinancial advisors to cooperate with Parent in its investigation of the\nbusiness of the Company and the Subsidiaries; PROVIDED that (i) any\ninformation provided to Parent or the Representatives pursuant to this\nSection shall be subject to the Confidentiality Agreements and (ii) Parent\nshall inform the Representatives receiving such information of the\nterms of the Confidentiality Agreements and shall be responsible for any\nbreach by such Representatives of such Confidentiality Agreements; and\nPROVIDED FURTHER that no investigation pursuant to this Section shall\naffect any representation or warranty given by the Company to Parent\nhereunder.\n\n\n\n                                     61\n\n     Section 7.04.  Other Offers\n     (a)  Neither the Company nor any of its Subsidiaries shall (whether\ndirectly or indirectly through advisors, agents or other intermediaries),\nnor shall the Company or any of its Subsidiaries authorize or permit any of\nits or their officers, directors, agents, representatives, advisors or\nSubsidiaries to (x) solicit, initiate or take any action to facilitate or\nencourage the submission of inquiries, proposals or offers from any Person\n(as defined below) (other than Parent) relating to any Acquisition\nProposal, or agree to or endorse any Acquisition Proposal, (y) enter into\nor participate in any discussions or negotiations regarding any Acquisition\nProposal, or furnish to any Person any information with respect to its\nbusiness, properties or assets in connection with any Acquisition Proposal\nor (z) grant any waiver or release under any standstill or similar\nagreement with respect to any class of equity securities of the Company or\nany of its Subsidiaries; PROVIDED, however, that, prior to the acceptance\nfor payment of shares of Company Common Stock pursuant to the Offer\nrepresenting together with shares of Company Common Stock already owned by\nParent at least 50.1% of the shares of Company Common Stock outstanding,\nthe foregoing shall not prohibit the Company (either directly or indirectly\nthrough advisors, agents or other intermediaries) from (i) furnishing\ninformation pursuant to a confidentiality letter deemed appropriate by the\nSpecial Committee (a copy of which shall be provided for informational\npurposes only to Parent) concerning the Company and its businesses,\nproperties or assets to a Person who in the judgment of the Special\nCommittee has made a bona fide Acquisition Proposal, (ii) engaging in\ndiscussions or negotiations with such a Person who in the judgment of the\nSpecial Committee has made a bona fide Acquisition Proposal, (iii)\nfollowing receipt of a bona fide Acquisition Proposal, taking and\ndisclosing to its stockholders a position contemplated by Rule 14e-2(a)\nunder the Exchange Act or otherwise making disclosure to its stockholders,\n(iv) following receipt of an Acquisition Proposal, failing to make or\nwithdrawing or modifying its recommendation referred to in Section 7.02\nand\/or (v) taking any non-appealable, final action ordered to be taken by\nthe Company by any court of competent jurisdiction but in each case\nreferred to in the foregoing clauses (i), (ii) and (iv) only if (i) the\nCompany has complied with the terms of this Section 7.04, (ii) the Company\nhas received an unsolicited Acquisition Proposal which the Special\nCommittee determines in good faith is reasonably likely to result in a\nSuperior Proposal, and (iii) the Company shall have delivered to Parent a\nprior written notice advising Parent that it intends to take such action.\nThe Company will immediately cease and cause its advisors, agents and other\nintermediaries to cease any and all existing activities, discussions or\nnegotiations with any parties conducted heretofore with respect to any of\nthe foregoing. For purposes of this Section 7.04, the term \"Person\" means\nany person, corporation, entity or \"group,\" as defined in Section 13(d) of\nthe Exchange Act, other than Parent or any of its affiliates.\n          \"Acquisition Proposal\" means any offer or proposal for a merger,\n     reorganization, consolidation, share exchange, business combination or\n     other similar transaction involving the Company or any of its\n     Subsidiaries or any proposal or offer to acquire, directly or\n     indirectly, securities representing more than 50% of the voting power\n     of the Company, or a substantial portion of the assets of the Company\n     and its Subsidiaries taken as a whole, other than the Offer and the\n     Merger contemplated by this Agreement.\n\n\n\n\n                                     62\n\n\n          \"Superior Proposal\" means any bona fide written Acquisition\n     Proposal which (i) the Special Committee determines in good faith\n     (after consultation with a financial advisor of nationally recognized\n     reputation and taking into account all the terms and conditions of the\n     Acquisition Proposal) is (a) more favorable to the Company and its\n     stockholders from a financial point of view than the transaction\n     contemplated hereunder, and (b) reasonably capable of being completed,\n     including a conclusion that its financing, to the extent required, is\n     then committed or is in the good faith judgment of the Board of\n     Directors of the Company, reasonably capable of being financed by the\n     Person making such Acquisition Proposal.\n     (b)  If this Agreement is terminated under circumstances which would\nconstitute a Payment Event (as defined below), the Company will pay to\nParent, (i) if pursuant to clause (x) in the definition of \"Payment Event\",\nsimultaneously with the occurrence of such Payment Event or, if pursuant to\nclause (y) in the definition of \"Payment Event\", within two business days\nfollowing such Payment Event, a fee of $15,000,000 and (ii) a reimbursement\npayment of the amount advanced to the Company by Parent in order to pay the\namount described in the penultimate sentence of Section 5.04 in cash,\ntogether with interest thereon, at a rate equal to the London Interbank\nOffered Rate plus .75%, from the date hereof to the date such payment is\ndue pursuant to this Agreement (collectively, the \"Reimbursement Payment),\nreflecting reimbursement of the amounts advanced by Parent to the Company\non the date hereof and used by the Company to pay the termination fee and\nthe out-of-pocket fees and expenses owed to Rawhide Holdings Corporation\nunder the Rawhide Merger Agreement (which advance will be evidenced by a\nnote that, in the event of termination of this Agreement, will be repaid\nonly on the terms set forth in this Section 7.04(b) with respect to the\nReimbursement Payment, and that will survive the consummation of the Merger\nif the Merger is completed).  Any payment of the Reimbursement Payment\npursuant to this Section 7.04(b) shall be made within one business day\nafter termination of this Agreement.  Any payment of the Reimbursement\nPayment shall be made by wire transfer of immediately available funds.\n          \"Payment Event\" means (x) the termination of this Agreement by\n     the Company or Parent pursuant to Sections 11.01(d) or (e); or (y) the\n     termination of this Agreement pursuant to Sections 11.01(b), (f) or\n     (h) if at the time of such termination (or, in the case of a\n     termination pursuant to Section 11.01(h), at the time of the\n     stockholders meeting), there shall have been outstanding an\n     Acquisition Proposal pursuant to which stockholders of the Company\n     would receive cash, securities or other consideration having an\n     aggregate value in excess of the Per Share of Company Common Stock\n     Amount, and within six months of any such termination described in\n     clause (y) above the Company enters into a definitive agreement for or\n     consummates such Acquisition Proposal or another Acquisition Proposal\n     with a higher per share of Company Common Stock value than such\n     Acquisition Proposal.\n     (c)  Upon the termination of this Agreement under circumstances which\nwould constitute a Payment Event, the Company shall reimburse Parent and\nits affiliates not later than two business days after demand delivered by\nParent to the Company, the amount of $7,500,000 representing Parent's fees\nand expenses (including, without limitation, the fees and expenses of their\ncounsel and investment banking fees) and Parent shall not be required to\nsubmit documentation substantiating such fees and expenses.\n\n\n\n                                     63\n\n\n     (d)  The Company acknowledges that the agreements contained in this\nSection 7.04 are an integral part of the transactions contemplated by this\nAgreement, and that, without these agreements, neither Parent nor Merger\nCo. would enter into this Agreement; accordingly, if the Company fails to\npromptly pay any amount due pursuant to this Section 7.04, and, in order to\nobtain such payment, the other party commences a suit which results in a\njudgment against the Company for the fee or fees and expenses set forth in\nthis Section 7.04, the Company shall also pay to Parent its costs and\nexpenses incurred in connection with such litigation.\n     (e)  This Section 7.04 shall survive any termination of this\nAgreement, however caused, except a termination pursuant to Sections\n11.01(a) or (c).\n     Section 7.05.  Notices Of Certain Events\n     The Company shall promptly notify Parent of:\n          (a)  any notice or other communication from any Person alleging\n     that the consent of such Person is or may be required in connection\n     with the transactions contemplated by this Agreement;\n          (b)  any notice or other communication from any governmental or\n     regulatory agency or authority in connection with the transactions\n     contemplated by this Agreement;\n          (c)  any actions, suits, claims, investigations or proceedings\n     commenced or, to the best of its knowledge threatened against,\n     relating to or involving or otherwise affecting the Company or any\n     Subsidiary which, if pending on the date of this Agreement, would have\n     been required to have been disclosed pursuant to Section 5.12 or which\n     relate to the consummation of the transactions contemplated by this\n     Agreement.\n     Section 7.06.  Tax Matters\n     (a)  Except as set forth in Schedule 7.06 or as required by law or\nas is in the ordinary course of business consistent with past practice or\nas would not have a Material Adverse Effect, without the prior written\nconsent of Parent (such consent not to be unreasonably withheld), neither\nthe Company nor any of its Subsidiaries shall make or change any material\nTax election, change any annual Tax accounting period, adopt or change any\nmethod of Tax accounting, file any amended Returns or claims for Tax\nrefunds, enter into any closing agreement, surrender any Tax claim, audit\nor assessment, surrender any right to claim a Tax refund, offset or other\nreduction in Tax liability surrendered, consent to any extension or waiver\nof the limitations period applicable to any Tax claim or assessment or take\nor omit to take any other action, if any such election, action or omission\nwould have the effect of increasing the Tax liability or reducing any Tax\nasset of the Company or any of its Subsidiaries.\n     (b)  The Company and each of its Subsidiaries will establish or cause\nto be established in accordance with GAAP on or before the Effective Time\nan adequate accrual for all Taxes due with respect to any Pre-Closing Tax\nPeriod or applicable portion of the Straddle Period.\n     (c)  Neither the Company nor any of its Subsidiaries shall take any\naction that would reasonably be likely to prevent the Offer, the Exchange\nOffer and the Merger, taken together, from qualifying as a reorganization\nwithin the meaning of Section 368(a) of the Code (\"368(a) Reorganization\")\nand prior to the Effective Time, the Company and its Subsidiaries shall use\ntheir reasonable best efforts to cause the Offer, the Exchange Offer and\nthe Merger, taken together, to qualify as a 368(a) Reorganization. The\nCompany shall use its reasonable best efforts to cause Wachtell, Lipton,\nRosen &amp; Katz to provide an opinion, on the basis of certain facts,\nrepresentations and assumptions set forth in such opinion, dated the\n\n                                     64\n\nEffective Time, to the effect that the Offer, the Exchange Offer and the\nMerger, taken together, will be treated for federal income tax purposes as\na 368(a) Reorganization and that each of Parent, Merger Co. and the Company\nwill be a party to the reorganization within the meaning of Section 368(b)\nof the Code.  The Company shall use its reasonable best efforts to provide\nto Wachtell, Lipton, Rosen &amp; Katz and Milbank, Tweed, Hadley &amp; McCloy LLP a\ncertificate containing representations reasonably requested by such counsel\nin connection with the opinions to be delivered pursuant to this Section\n7.06(c) and Section 8.10 hereof.\n     Section 7.07.  Affiliates\n     At least 30 days prior to the Effective Time, the Company shall\ndeliver to Parent a letter identifying all known Persons who may be deemed\naffiliates of the Company for the purposes of Rule 145 of the Securities\nAct.  The Company shall use reasonable best efforts to obtain a written\nagreement from each Person who may be so deemed as soon as practicable and,\nin any event, prior to the Effective Time, substantially in the form of\nExhibit A hereto.\n     Section 7.08.  Confidentiality\n     The confidentiality agreements dated December 4, 2000 and December 18,\n2000 between Parent and the Company (the \"Confidentiality Agreements\")\nshall continue in full force and effect prior to the Effective Time and\nafter any termination of this Agreement.\n\n     Section 7.09.  Other Actions.\n     The Company shall not, and shall not permit any of its Subsidiaries to,\ntake any action that would, or that would reasonably be expected to, result\nin any of the conditions set forth in Article 10 not being satisfied.\n\n                                 ARTICLE 8\n\n                            COVENANTS OF PARENT\n     Parent agrees that:\n     Section 8.01.  Parent Stockholder Meeting\n     Parent shall cause a meeting of its stockholders (the \"Parent\nStockholder Meeting\") to be duly called and held as soon as reasonably\npracticable for the purpose of voting on the issuance of Parent Common\nStock in the Exchange Offer, the Merger and pursuant to Parent Options\nafter the Merger.  The Board of Directors of Parent shall recommend\napproval of the issuance of Parent Common Stock in the Exchange Offer and\nthe Merger pursuant to this Agreement and shall not withdraw such\nrecommendation.\n     Section 8.02.  Confidentiality\n     The Confidentiality Agreements shall continue in full force and\neffect prior to the Effective Time and after any termination of this\nAgreement.\n     Section 8.03.  Voting Of Shares\n     Each of Parent and Merger Co. agrees to vote, and to cause any of\ntheir subsidiaries to vote, all shares of Company Common Stock beneficially\nowned by them in favor of adoption of this Agreement at the Company\nStockholder Meeting.\n     Section 8.04.  Director And Officer Liability\n     For six years after the Effective Time, Parent will cause the\nSurviving Corporation to indemnify and hold harmless the present and former\nofficers and directors of the Company in respect of acts or omissions\noccurring prior to the Effective Time to the extent provided under the\nCompany's articles of incorporation and bylaws in effect on the date\nhereof; PROVIDED that such indemnification shall be subject to any\n\n                                     65\n\nlimitation imposed from time to time under applicable law. For six years\nafter the Effective Time, Parent will cause the Surviving Corporation to\nuse its best efforts to provide officers' and directors' liability\ninsurance in respect of acts or omissions occurring prior to the Effective\nTime covering each such Person currently covered by the Company's officers'\nand directors' liability insurance policy on terms with respect to coverage\nand amount no less favorable than those of such policy in effect on the\ndate hereof, PROVIDED that if the aggregate annual premiums for such\ninsurance at any time during such period shall exceed 200% of the per annum\nrate of premium paid by the Company in its last full fiscal year for such\ninsurance, then Parent shall cause the Surviving Corporation to provide\nonly such coverage as shall then be available at an annual premium equal to\n200% of such rate.\n     Section 8.05.  Employee Matters\n     Parent agrees that, subject to applicable law, the Surviving\nCorporation and its Subsidiaries will provide benefits to its employees\nwhich will, in the aggregate, be comparable to those currently provided by\nParent and its Subsidiaries to their employees; PROVIDED, however, that\nthis Section 8.05 shall not apply to any employees represented for purposes\nof collective bargaining. Notwithstanding the foregoing, nothing herein\nshall otherwise limit the Surviving Corporation's right to amend, modify or\nterminate any Employee Plan.\n     Section 8.06.  Obligations of Merger Co\n     Parent will take all action necessary to cause Merger Co. to\nperform its obligations under this Agreement and to consummate the Merger\non the terms and conditions set forth in this Agreement.\n     Section 8.07.  NYSE Listing\n     Parent shall use its reasonable best efforts to cause the shares of\nParent Common Stock to be issued in connection with the Exchange Offer and\nthe Merger to be listed on the NYSE, subject to official notice of\nissuance.\n     Section 8.08.  Acquisitions of Shares\n     Neither Parent nor Merger Co. will acquire any shares of Company\nCommon Stock prior to the Effective Time or the termination of this\nAgreement, other than shares of Company Common Stock purchased pursuant to\nthe Offer or the Exchange Offer.\n     Section 8.09.  Notices of Certain Events\n     Parent shall promptly notify the Company of:\n          (a)  any notice or other communication from any Person alleging\n     that the consent of such Person is or may be required in connection\n     with the transactions contemplated by this Agreement;\n          (b)  any notice or other communication from any governmental or\n     regulatory agency or authority in connection with the transactions\n     contemplated by this Agreement;\n          (c)  any actions, suits, claims, investigations or proceedings\n     commenced or, to the best of its knowledge threatened against,\n     relating to or involving or otherwise affecting Parent or any of its\n     subsidiaries which relate to the consummation of the transactions\n     contemplated by this Agreement.\n     Section 8.10.  Reorganization Matters\n     Neither Parent nor any Parent Subsidiary shall take any action that\nwould reasonably be likely to prevent the Offer, the Exchange Offer and the\nMerger, taken together, from qualifying as a 368(a) Reorganization and\nprior to the Effective Time, Parent and the Parent Subsidiaries shall use\ntheir reasonable best efforts to cause the Offer, the Exchange Offer and\nthe Merger, taken together, to qualify as a 368(a) Reorganization. Parent\nshall use its reasonable best efforts to cause Milbank, Tweed, Hadley &amp; 66\n\nMcCloy LLP to provide an opinion, on the basis of certain facts,\nrepresentations and assumptions set forth in such opinion, dated the\nEffective Time, to the effect that the Offer, the Exchange Offer and the\nMerger, taken together, will be treated for federal income tax purposes as\na 368(a) Reorganization and that each of Parent, Merger Co. and the Company\nwill be a party to the reorganization within the meaning of Section 368(b)\nof the Code.  Parent shall use its reasonable best efforts to provide to\nWachtell, Lipton, Rosen &amp; Katz and Milbank, Tweed, Hadley &amp; McCloy LLP a\ncertificate containing representations reasonably requested by such counsel\nin connection with the opinions to be delivered pursuant to Section 7.06(c)\nhereof and this Section 8.10.\n     Section 8.11.  Information Relating to Offer\n     Parent shall, and shall use its reasonable best efforts to cause\nany depository or agent effecting the Offer, to provide to the Company\npromptly as requested from time to time by the Company current information\nregarding the status of the Offer and the Exchange Offer and the number of\nshares tendered and not validly withdrawn.\n     Section 8.12.  Conduct of Parent\n     From the date hereof until the Effective Time, Parent and its\nsubsidiaries shall conduct their business in the ordinary course\nconsistent with past practice and shall use their reasonable best efforts\nto preserve intact their business organizations and relationships with\nthird parties and to keep available the services of their present officers\nand employees.\n     Section 8.13.  Voting Agreement\n     Contemporaneous with the execution hereof, Parent shall cause to be\ndelivered by Tyson Limited Partnership a voting agreement in the form\nattached hereto as Exhibit B.\n     Section 8.14.  Other Actions.\n     Parent shall not, and shall not permit any Parent Subsidiary to, take any\naction that would, or that would reasonably be expected to, result in any\nof the conditions set forth in Article 10 not being satisfied.\n\n                                 ARTICLE 9\n\n                    COVENANTS OF PARENT AND THE COMPANY\n     The parties hereto agree that:\n     Section 9.01.  Company Proxy Statement and Merger Form S-4\n     If Merger Co. does not own at least 90% of the issued and\noutstanding Company Common Stock following the Offer and the Exchange\nOffer, the Company shall promptly prepare the Company Proxy Statement and\nParent shall promptly prepare and file with the SEC the Registration\nStatement on Form S-4, for shares of Parent Common Stock to be issued in\nthe Merger, containing information required by Regulation S-K under the\nExchange Act (the \"Merger Form S-4\"), in which the Company Proxy Statement\nwill be included.  The Company, Parent and Merger Co. shall cooperate with\neach other in the preparation of the Merger Form S-4 and any amendment or\nsupplement thereto, and each shall notify the other of the receipt of any\ncomments of the SEC with respect to the Merger Form S-4 and of any requests\nby the SEC for any amendment or supplement thereto or for additional\ninformation, and shall provide to the other promptly copies of all\ncorrespondence between Parent or the Company, as the case may be, or any of\nits Representatives and the SEC with respect to the Merger Form S-4.  Parent\nshall give the Company and its counsel the opportunity to review the Merger\nForm S-4 and all responses to requests for additional information by and\nreplies to comments of the SEC before their being filed with, or sent to,\nthe SEC.  Each of the Company, Parent and Merger Co. agrees to use its\n\n                                     67\n\nbest efforts, after consultation with the other parties hereto, to respond\npromptly to all such comments of and requests by the SEC. Each of the\nCompany, Parent and Merger Co. shall use its reasonable best efforts to\ncause the Merger Form S-4 to be declared effective by the SEC as promptly as\npracticable. Parent shall promptly take any action (other than qualifying as\na foreign corporation or taking any action which would subject it to service\nof process in any jurisdiction where Parent is not now so qualified or\nsubject) required to be taken under foreign or state securities or Blue Sky\nlaws in connection with the issuance of Parent Common Stock in the Merger.\nAs promptly as practicable after the Merger Form S-4 shall have become\neffective, Parent and the Company shall fully cooperate with each other to\ncause the Proxy Statement\/Prospectus contained in the Merger Form S-4 to be\nmailed to stockholders of the Company and Parent. Parent will advise\nCompany, promptly after it receives notice thereof, of (i) the time when the\nMerger Form S-4 becomes effective, (ii) the issuance of any stop order with\nrespect to the Merger Form S-4, (iii) the suspension of the qualification of\nParent Common Stock for offering or sale in any jurisdiction, or (iv) any\nrequest by the SEC for an amendment of the Merger Form S-4 or comments\nthereon and responses thereto or requests by the SEC for additional\ninformation.\n     Section 9.02.  Certain Regulatory Issues\n     Subject to the terms and conditions of this Agreement, each party\nwill use its reasonable best efforts to take, or cause to be taken, all\nactions and to do, or cause to be done, all things necessary, proper or\nadvisable under applicable laws and regulations to consummate the\ntransactions contemplated by this Agreement. Subject to Section 7.04, each\nparty shall also refrain from taking, directly or indirectly, any action\ncontrary to or inconsistent with the provisions of this Agreement,\nincluding action which would interfere with the Offer or impair such\nparty's ability to consummate the Merger and the other transactions\ncontemplated hereby. Without limiting the foregoing, the Company and its\nBoard of Directors shall use their reasonable best efforts to (a) take all\naction necessary so that no state takeover statute or similar statute or\nregulation is or becomes applicable to the Offer, Exchange Offer, the\nMerger or any of the other transactions contemplated by this Agreement and\n(b) if any state takeover statute or similar statute or regulation becomes\napplicable to any of the foregoing, take all action necessary so that the\nOffer, the Exchange Offer, the Merger and the other transactions\ncontemplated by this Agreement may be consummated as promptly as\npracticable on the terms contemplated by this Agreement and otherwise to\nminimize the effect of such statute or regulation on the Offer, the\nExchange Offer, the Merger and the other transactions contemplated by this\nAgreement.  Parent shall take actions as may be necessary to eliminate any\nimpediment under any antitrust, competition or trade regulation laws that\nmay be asserted by any governmental entity with respect to the Offer, the\nExchange Offer or the Merger so as to enable the Offer, the Exchange Offer\nand the Merger to occur as soon as reasonably practicable.  Without\nlimiting the generality of the foregoing, Parent shall agree to divest,\nhold separate, or agree to any conduct restrictions with respect to any\nParent or Company assets or as may be required by any governmental entity\nin order to forego that governmental entity bringing any action to enjoin\nthe Offer, the Exchange Offer or the Merger.\n\n\n\n                                     68\n\n     Section 9.03.  Certain Filings\n     (a)  The Company and Parent shall use their respective reasonable\nbest efforts to take or cause to be taken, (i) all actions necessary,\nproper or advisable by such party with respect to the prompt preparation\nand filing with the SEC of the Company Disclosure Documents and the Parent\nDisclosure Documents, and (ii) such actions as may be required to have the\nCompany Proxy Statement cleared and the Merger Form S-4 declared effective\nby the SEC, in each case as promptly as practicable.\n     (b)  The Company and Parent shall cooperate with one another (i) in\ndetermining whether any action by or in respect of, or filing with, any\ngovernmental body, agency or official, or authority is required, or any\nactions, consents, approvals or waivers are required to be obtained from\nparties to any material contracts, in connection with or as a result of the\nconsummation of the transactions contemplated by this Agreement and (ii) in\nseeking any such actions, consents, approvals or waivers or making any such\nfilings, furnishing information required in connection therewith or with\nthe Company Disclosure Documents and Parent Disclosure Documents and\nseeking timely to obtain any such actions, consents, approvals or waivers.\n     Section 9.04.  Public Announcements\n     Parent and the Company will consult with each other before issuing\nany press release or making any public statement with respect to this\nAgreement and the transactions contemplated hereby and, except for any\npress release or public statement as may be required by applicable law or\nany listing agreement with any national securities exchange, will not issue\nany such press release or make any such public statement prior to such\nconsultation.\n     Section 9.05.  Further Assurances\n     At and after the Effective Time, the officers and directors of the\nSurviving Corporation will be authorized to execute and deliver, in the\nname and on behalf of the Company or Parent, any deeds, bills of sale,\nassignments or assurances and to take and do, in the name and on behalf of\nthe Company or Parent, any other actions and things to vest, perfect or\nconfirm of record or otherwise in the Surviving Corporation any and all\nright, title and interest in, to and under any of the rights, properties or\nassets of the Company acquired or to be acquired by the Surviving\nCorporation as a result of, or in connection with, the Merger.\n                                ARTICLE 10\n\n                         CONDITIONS TO THE MERGER\n     Section 10.01.  Conditions to the Obligations of Each Party\n     The obligations of the Company, Parent and Merger Co. to consummate\nthe Merger are subject to the satisfaction of the following conditions:\n          (a)  this Agreement shall have been adopted by the stockholders\n     of the Company and the issuance of Parent Common Stock in the Merger\n     shall have been approved by the stockholders of Parent, each in\n     accordance with Delaware Law;\n          (b)  any applicable waiting period under the HSR Act relating to\n     the Offer and the Merger shall have expired or been terminated;\n          (c)  no provision of any applicable law or regulation and no\n     judgment, injunction, order or decree shall prohibit or restrain the\n     consummation of the Merger; PROVIDED, HOWEVER, that the Company and\n     Parent shall each use its reasonable efforts to have any such\n     judgment, order, decree or injunction vacated;\n          (d)  the Merger Form S-4 shall have been declared effective, no\n     stop order suspending the effectiveness of the Merger Form S-4 shall\n     be in effect and no proceedings for such purpose shall be pending\n     before the SEC; and\n\n                                     69\n\n          (e)  the shares of Parent Common Stock to be issued in the Merger\n     shall have been approved for listing in the NYSE, subject to official\n     notice of issuance.\n     Section 10.02.  Conditions to the Obligation of the Company\n     The obligation of the Company to consummate the Merger is subject\nto Merger Co. having purchased pursuant to the Offer shares of Company\nCommon Stock representing, together with shares of Company Common Stock\npreviously owned by Parent, no less than 50.1% of the issued and\noutstanding shares of Company Common Stock.\n\n                                ARTICLE 11\n\n                                TERMINATION\n     Section 11.01.  Termination\n     This Agreement may be terminated and the transactions contemplated\nhereby may be abandoned at any time prior to the Effective Time\n(notwithstanding any approval of this Agreement by the stockholders of the\nCompany):\n          (a)  by mutual written consent of the Company and Parent;\n          (b)  (i) by the Company, if the Offer has not been consummated by\n     February 28, 2001, provided that the Company is not then in breach in\n     any material respect of any of its obligations under this Agreement;\n     or (ii) by either the Company or Parent (but in case of Parent, only\n     if no shares of Company Common Stock were purchased by Merger Co.\n     pursuant to the Offer) if the Merger has not been consummated by May\n     31, 2001, provided that the party seeking to exercise such right is\n     not then in breach in any material respect of any of its obligations\n     under the Agreement;\n          (c)  by either the Company or Parent, if there shall be any law\n     or regulation that makes acceptance for payment of, and payment for,\n     the shares of Company Common Stock pursuant to the Offer, or\n     consummation of the Merger illegal or otherwise prohibited or any\n     judgment, injunction, order or decree enjoining Merger Co. from\n     accepting for payment of, and paying for, the shares of Company Common\n     Stock pursuant to the Offer, or Parent, Merger Co. or the Company from\n     consummating the Merger is entered and such judgment, injunction,\n     order or decree shall become final and nonappealable;\n          (d)  by Parent, prior to the purchase of the shares of Company\n     Common Stock pursuant to the Offer, (i) if the Board of Directors of\n     the Company shall have withdrawn, or modified or amended in a manner\n     adverse to Parent, its approval or recommendation of this Agreement,\n     the Offer, the Exchange Offer or the Merger or its recommendation that\n     stockholders of the Company tender their shares of Company Common\n     Stock pursuant to the Offer and the Exchange Offer, adopt and approve\n     this Agreement and the Merger or approved, recommended or endorsed any\n     proposal for a transaction other than the transactions hereunder\n     (including a tender or exchange offer for shares of Company Common\n     Stock) or, (ii) if the Company has failed to call the Company\n     Stockholder Meeting or failed to mail the Company Proxy Statement to\n     its stockholders within 20 days after the Merger Form S-4 is declared\n     effective by the SEC or failed to include in such statement the\n     recommendation referred to above;\n\n\n\n                                     70\n\n          (e)  by the Company, if (i) the Board of Directors of the Company\n     authorizes the Company, subject to complying with the terms of this\n     Agreement, to enter into a binding written agreement concerning a\n     transaction that constitutes a Superior Proposal and the Company\n     notifies Parent in writing at least three business days prior to the\n     proposed effectiveness of such termination that it intends to enter\n     into such an agreement, attaching a description of the material terms\n     and conditions thereof and permits Parent, within such three business\n     day period to submit a new offer, which shall be considered by the\n     Special Committee in good faith (it being understood that the Company\n     shall not enter into any such binding agreement during such three\n     business day period) and (ii) the Company prior to such termination\n     pursuant to this clause (e) pays to Parent in immediately available\n     funds the fees required to be paid pursuant to Section 7.04.  The\n     Company agrees to notify Parent promptly if its intention to enter\n     into a written agreement referred to in its notification shall change\n     at any time after giving such notification;\n          (f)  by Parent, prior to the acceptance for payment of the shares\n     of Company Common Stock under the Offer, if there has been a breach by\n     the Company of any representation, warranty, covenant or agreement\n     contained in this Agreement that is not curable and such breach would\n     give rise to a failure of the condition set forth in (d) or (e) of\n     Annex I hereof;\n          (g)  by the Company, prior to the acceptance for payment of the\n     shares of Company Common Stock under the Offer, if there has been a\n     breach by Parent of any representation, warranty, covenant or\n     agreement contained in this Agreement that is not curable and such\n     breach would give rise to a failure of the condition set forth in (d)\n     or (e) of Annex I hereof (which, for purposes of this Section 11.01(g)\n     only shall apply mutatis mutandis to Parent); or\n          (h)  by either the Company or Parent if, at a duly held\n     stockholders meeting of the Company or any adjournment thereof at\n     which this Agreement and the Merger are voted upon, the requisite\n     stockholder adoption and approval shall not have been obtained;\n     PROVIDED, however, that Parent shall not have the right to terminate\n     this Agreement or abandon the transactions contemplated hereby\n     pursuant to this Section 11.01(h) if shares of Company Common Stock\n     were purchased pursuant to the Offer.\nThe party desiring to terminate this Agreement pursuant to Sections\n11.01(b)-11.01(h) shall give written notice of such termination to the\nother party in accordance with Section 12.01.\n     Section 11.02.  Effect of Termination\n     If this Agreement is terminated pursuant to Section 11.01, this\nAgreement shall become void and of no effect with no liability on the part\nof any party hereto, except that termination of this Agreement shall be\nwithout prejudice to any rights any party may have hereunder against any\nother party for breach of this Agreement; PROVIDED that, in the event of\nany such termination, no party shall under any circumstances have any\nmonetary liability to any other party based upon a breach of any\nrepresentation or warranty contained herein. The agreements contained in\nSections 7.04, 7.08, 8.02, 11.02, 11.03, 12.04 and 12.06 shall survive the\ntermination hereof.\n\n\n     \n                                     71\n\n\n     Section 11.03.  Parent Payment Event.\n     If a Parent Payment Event (defined below) occurs, Parent shall pay to the\nCompany a fee of $70 million simultaneously with the occurrence of such\nParent Payment Event.  \"Parent Payment Event\" means the termination of this\nAgreement (i) by Parent or the Company pursuant to Section 11.01(c) or (ii)\nby the Company pursuant to Section 11.01(b) if the inability to close\nresults from the failure of the conditions set forth in clause (a) of Annex\nI hereto, provided, however, that, in each case, such termination results\nfrom any laws, regulation, judgment, injunction, order or decree with\nrespect to any antitrust, competition or trade regulation laws that may be\nasserted by any governmental entity with respect to the Offer, the Exchange\nOffer or the Merger.\n                                ARTICLE 12\n\n                               MISCELLANEOUS\n     Section 12.01.  Notices\n     All notices, requests and other communications to any party\nhereunder shall be in writing (including telecopy or similar writing) and\nshall be given,\n               if to Parent or Merger Co., to:\n\n               John Tyson, Chairman of the Board,\n               President and Chief Executive Officer\n               Tyson Foods, Inc.\n               2210 West Oaklawn Drive\n               Springdale, Arkansas 72762\n               Telecopy: 501-290-4028\n\n               with a copy to:\n\n               Les Baledge, Esq.\n               Tyson Foods, Inc.\n               2210 West Oaklawn Drive\n               Springdale, Arkansas 72762\n               Telecopy: 501-290-4028\n\n               and with an additional copy to:\n\n               Mel M. Immergut, Esq.\n               Lawrence Lederman, Esq.\n               Milbank, Tweed, Hadley &amp; McCloy LLP\n               1 Chase Manhattan Plaza\n               New York, New York 10005\n               Telecopy: 212-530-5219\n\n               if to the Company, to:\n\n               Robert L. Peterson, Chairman of the Board\n               and Chief Executive Officer, and\n               JoAnn R. Smith, Chairperson of the Special Committee,\n               c\/o IBP, inc.\n               800 Stevens Port Drive\n               Dakota Dunes, South Dakota 57049\n               Telecopy:  605-235-2427\n\n\n\n                                     72\n\n\n\n               with a copy to:\n\n               Sheila B. Hagen, Esq.\n               c\/o IBP, inc.\n               800 Stevens Port Drive\n               Dakota Dunes, South Dakota 57049\n               Telecopy:  605-235-2427\n\n               and with an additional copy to:\n\n               Richard D. Katcher, Esq.\n               Wachtell, Lipton, Rosen &amp; Katz\n               51 West 52nd Street\n               New York, New York 10019\n               Telecopy: 212-403-2222\n\nor such other address or telecopy number as such party may hereafter\nspecify for the purpose by notice to the other parties hereto. Each such\nnotice, request or other communication shall be effective (a) if given by\ntelecopy, when such telecopy is transmitted to the telecopy number\nspecified in this Section and the appropriate telecopy confirmation is\nreceived or (b) if given by any other means, when delivered at the address\nspecified in this Section.\n     Section 12.02.  Survival of Representations and Warranties\n     The representations and warranties and agreements contained herein\nand in any certificate or other writing delivered pursuant hereto shall not\nsurvive the Effective Time except for the representations, warranties and\nagreements set forth in Sections 7.04, 7.06(c), 8.04, 8.05, 8.10, 11.03,\n12.04 and 12.06.\n\n     Section 12.03.  Amendments; No Waivers; Direction of Merger\n     (a)  Any provision of this Agreement may be amended or waived prior\nto the Effective Time if, and only if, such amendment or waiver is in\nwriting and signed, in the case of an amendment, by each party to this\nAgreement or in the case of a waiver, by the party against whom the waiver\nis to be effective; PROVIDED that after the adoption of this Agreement by\nthe stockholders of the Company, no such amendment or waiver shall, without\nthe further approval of such stockholders, alter or change (i) the amount\nor kind of consideration to be received in exchange for any shares of\ncapital stock of the Company or (ii) any of the terms or conditions of this\nAgreement if such alteration or change would adversely affect the rights of\nthe holders of any shares of capital stock of the Company.\n     (b)  No failure or delay by any party in exercising any right, power\nor privilege hereunder shall operate as a waiver thereof nor shall any\nsingle or partial exercise thereof preclude any other or further exercise\nthereof or the exercise of any other right, power or privilege. The rights\nand remedies herein provided shall be cumulative and not exclusive of any\nrights or remedies provided by law.\n     (c)  If the Company and Parent so agree at any time prior to the\nEffective Time, the Merger shall be effected such that Merger Co. will be\nmerged with and into the Company with the Company as the \"Surviving\nCorporation\" for all purposes hereunder.  In such event, the parties hereto\nshall execute an appropriate amendment to this Agreement to reflect the\nforegoing.\n\n\n                                     73\n\n\n     Section 12.04.  Expenses\n     Except as provided in Section 7.04, all costs and expenses incurred\nin connection with this Agreement shall be paid by the party incurring such\ncost or expense.\n     Section 12.05.  Successors and Assigns; Benefit\n     The provisions of this Agreement shall be binding upon and inure to\nthe benefit of the parties hereto and their respective successors and\nassigns, PROVIDED that no party may assign, delegate or otherwise transfer\nany of its rights or obligations under this Agreement without the consent\nof the other parties hereto except that Parent and Merger Co. may make such\nan assignment to one or more of their affiliates. Nothing in this\nAgreement, expressed or implied, shall confer on any Person other than the\nparties hereto, and their respective successors and assigns, any rights,\nremedies, obligations, or liabilities under or by reason of this Agreement,\nexcept that the present and former officers and directors of the Company\nshall have the rights set forth in Section 8.04 hereof.\n     Section 12.06.  Governing Law\n     This Agreement shall be construed in accordance with and governed\nby the law of the State of New York, except that, insofar as the procedures\nof the Merger that are subject to Delaware Law because the Parent, Merger\nCo. and the Company are incorporated in Delaware are concerned, the law of\nthe State of Delaware shall apply.\n     Section 12.07.  Counterparts; Effectiveness\n     This Agreement may be signed in any number of counterparts, each of\nwhich shall be an original, with the same effect as if the signatures\nthereto and hereto were upon the same instrument. This Agreement shall\nbecome effective when each party hereto shall have received counterparts\nhereof signed by all of the other parties hereto.\n\n\n                                     74\n\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed by their respective authorized officers as of the day and\nyear first above written.\n                            IBP, INC.\n\n\n\n                            By:  \/s\/ Jo Ann R. Smith\n                                 ---------------------------------\n                                 Name: Jo Ann R. Smith\n                                 Title: Chairperson of the Special Committee,\n                                 on behalf of the Special Committee\n        \n\n                            TYSON FOODS, INC.\n\n\n\n                            By:  \/s\/ John Tyson\n                                 --------------------------------\n                                 Name: John Tyson\n                                 Title: Chairman, President &amp; CEO\n\n\n                            LASSO ACQUISITION CORPORATION\n\n\n\n                            By:  \/s\/ John Tyson\n                                 --------------------------------\n                                 Name:  John Tyson\n                                 Title: President\n\n\n\n\n                                      75\n\n                                                                 ANNEX I\n                          CONDITIONS TO THE OFFER\n          The capitalized terms used in this Annex I shall have the\nmeanings ascribed to them in the Agreement and Plan of Merger to which it\nis attached, except that the term \"Merger Agreement\" shall be deemed to\nrefer to such Agreement and Plan of Merger.\n          Notwithstanding any other provision of the Offer, Merger Co.\nshall not be required to accept for payment or, subject to any applicable\nrules and regulations of the SEC, including Rule 14e-1c under the\nExchange Act (relating to Merger Co.'s obligation to pay for or return\ntendered shares of Company Common Stock promptly after termination or\nwithdrawal of the Offer), pay for, and may (subject to any such rule or\nregulation) delay the acceptance for payment of any tendered shares of\nCompany Common Stock, and may (except as provided in the Merger Agreement)\namend or terminate the Offer as to any shares of Company Common Stock not\nthen paid for, if (i) the condition that shares of Company Common Stock\nrepresenting at least the Minimum Condition shall have been validly\ntendered and not properly withdrawn prior to the expiration of the Offer\nshall not have been satisfied, (ii) any applicable waiting period under the\nHSR Act shall not have expired or terminated prior to the expiration of the\nOffer or (iii) at any time on or after the date of the Merger Agreement and\nbefore the time of payment for any such shares of Company Common Stock\n(whether or not any shares of Company Common Stock have theretofore been\naccepted for payment or paid for pursuant to the Offer), any of the\nfollowing events shall have occurred and remain in effect other than as a\nresult of any action or inaction of Parent or any of its Subsidiaries that\nconstitutes a breach of this Agreement:\n          (a)  there shall have been any law or order promulgated, entered,\n     enforced, enacted, issued or deemed applicable to the Offer or the\n     Merger by any court of competent jurisdiction or other competent\n     governmental or regulatory authority which, directly or indirectly, (1)\n     prohibits, or imposes any material limitations on, Parent's or Merger\n     Co.'s ownership or operation (or that of any of their respective\n     subsidiaries or affiliates) of any portion of their or the Company's\n     businesses or assets which is material to the business of all such\n     entities taken as a whole, or compels Parent or Merger Co. (or their\n     respective subsidiaries or affiliates) to dispose of or hold separate\n     any portion of their or the Company's business or assets which is\n     material to the business of all such entities taken as a whole, (2)\n     prohibits, restrains or makes illegal the acceptance for payment,\n     payment for or purchase of shares of Company Common Stock pursuant to\n     the Offer or the consummation of the Merger, (3) imposes material\n     limitations on the ability of Merger Co. or Parent (or any of their\n     respective subsidiaries or affiliates) effectively to acquire or to\n     hold or to exercise full rights of ownership of the shares of Company\n     Common Stock purchased pursuant to the Offer including, without\n     limitation, the right to vote such shares of Company Common Stock on\n     all matters properly presented to the Company's stockholders, (4)\n     imposes material limitations on the ability of Merger Co. or Parent (or\n     any of their respective subsidiaries or affiliates) effectively to\n     control in any material respect any material portion of the business or\n     assets of the Company and the Subsidiaries taken as a whole, or (5)\n     otherwise materially adversely affects the Company and the Subsidiaries\n     taken as a whole; PROVIDED, however, that actions or inactions agreed\n     to be taken or not taken by Parent and Merger Co. in the Merger\n     Agreement (including, without limitation, the agreements in\n     \n                                      \n                                     76\n\n     \n     Section 9.02 of the Merger Agreement) shall not be deemed to be a\n     satisfaction of the conditions set forth in this clause (a);\n          (b)  there shall have occurred (1) any general suspension of\n     trading in, or limitation on prices for, securities on the New York\n     Stock Exchange for a period in excess of 24 hours (excluding\n     suspensions of limitations resulting solely from physical damage or\n     interference with such exchange not related to market conditions or\n     suspensions or limitations triggered by price fluctuations on a\n     trading day), (2) a declaration of a banking moratorium or any\n     suspension of payments in respect of banks in the United States\n     (whether or not mandatory), (3) any limitation (whether or not\n     mandatory) by any United States governmental or regulatory authority\n     on the extension of credit by banks or other financial institutions,\n     or (4) in the case of any of the foregoing existing at the time of the\n     execution of the Merger Agreement, a material acceleration or\n     worsening thereof;\n          (c)  except as disclosed in Schedule 5.10 of the Merger Agreement\n     or in the Company SEC Reports filed prior to the date of the execution\n     of the Merger Agreement, since such date, there shall have been any\n     change, event or development having, or that could reasonably be\n     expected to have, individually or in the aggregate, a Material Adverse\n     Effect on the Company and the Subsidiaries taken as a whole;\n          (d)  except as affected by actions specifically permitted by this\n     Agreement, the representations and warranties of the Company contained\n     in this Agreement (x) that are qualified by materiality or Material\n     Adverse Effect shall not be true at and as of the scheduled expiration\n     of the Offer as if made at and as of such time (except in respect of\n     representations and warranties made as of a specified date which shall\n     not be true as of such specified date), and (y) that are not qualified\n     by materiality or Material Adverse Effect shall not be true in all\n     material respects at and as of the scheduled expiration date of the\n     Offer as if made at and as of such time (except in respect of\n     representations and warranties made as of a specific date which shall\n     not be true in all material respects as of such specified date);\n          (e)  the Company shall not have performed and complied with, in\n     all material respects, each agreement and covenant required by the\n     Merger Agreement to be performed or complied with by it with such\n     exceptions as would not in the aggregate have a Material Adverse\n     Effect;\n          (f)  the Merger Agreement shall have been terminated in\n     accordance with its terms; or\n          (g)  Parent, Merger Co. and the Company shall have agreed that\n     Merger Co. shall amend the Offer to terminate the Offer or postpone\n     the payment for shares of Company Common Stock thereunder;\nwhich in the reasonable good faith judgment of Parent and Merger Co., in\nany such case, and regardless of the circumstances makes it inadvisable to\nproceed with the Offer or with such acceptance for payment or payment.\n     The foregoing conditions are for the sole benefit of Parent and Merger\nCo., may be asserted by Parent and Merger Co. regardless of the\ncircumstances giving rise to any such condition and, subject to the terms\nand conditions of the Merger Agreement, may be waived by Parent and Merger\nCo., in whole or in part at any time and from time to time in the sole\ndiscretion of Parent and Merger Co.  The failure by Parent and Merger Co.\nat any time to exercise any of the foregoing rights shall not be deemed a\nwaiver of any such right and each such right shall be deemed an ongoing\nright which may be asserted at any time and from time to time.\n\n                                     77\n\n                                                                   ANNEX II\n                     CONDITIONS TO THE EXCHANGE OFFER\n          The capitalized terms used in this Annex II shall have the\nmeanings ascribed to them in the Agreement and Plan of Merger to which it\nis attached, except that the term \"Merger Agreement\" shall be deemed to\nrefer to such Agreement and Plan of Merger.\n          Notwithstanding any other provision of the Exchange Offer, Merger\nCo. shall not be required to accept for payment or, subject to any\napplicable rules and regulations of the SEC, including Rule 14e-1(c) under\nthe Exchange Act (relating to Merger Co.'s obligation to pay for or return\ntendered shares of Company Common Stock promptly after termination or\nwithdrawal of the Exchange Offer), pay for, and may (subject to any such\nrule or regulation) delay the acceptance for payment of any tendered shares\nof Company Common Stock, and may (except as provided in the Merger\nAgreement) amend or terminate the Exchange Offer as to any shares of\nCompany Common Stock not then paid for, if (i) at least five business days\nhave not elapsed since Merger Co. accepted for payment and paid for a\nnumber of shares of Company Common Stock pursuant to the Offer\nrepresenting, together with shares of Company Common Stock previously owned\nby Parent, at least 50.1% of the issued and outstanding shares of Company\nCommon Stock and delivered shares of Company Common Stock not accepted for\npayment in the Offer to the Depositary under the Exchange Offer or (ii) at\nany time on or after the date of the Merger Agreement and before the time\nof payment for any such shares of Company Common Stock (whether or not any\nshares of Company Common Stock have theretofore been accepted for payment\nor paid for pursuant to the Exchange Offer), any of the following events\nshall have occurred and remain in effect other than as a result of any\naction or inaction of Parent or any Parent Subsidiary that constitutes a\nbreach of this Agreement:\n          (a)  there shall have been any law or order promulgated, entered,\n     enforced, enacted, issued or deemed applicable to the Exchange Offer\n     by any court of competent jurisdiction or other competent governmental\n     or regulatory authority which, directly or indirectly, (1) prohibits,\n     or imposes any material limitations on, Parent's or Merger Co.'s\n     ownership or operation (or that of any of their respective\n     subsidiaries or affiliates) of any portion of their or the Company's\n     businesses or assets which is material to the business of all such\n     entities taken as a whole, or compels Parent or Merger Co. (or their\n     respective subsidiaries or affiliates) to dispose of or hold separate\n     any portion of their or the Company's business or assets which is\n     material to the business of all such entities taken as a whole, (2)\n     prohibits, restrains or makes illegal the acceptance for payment,\n     payment for or purchase of shares of Company Common Stock pursuant to\n     the Exchange Offer or the consummation of the Merger, (3) imposes\n     material limitations on the ability of Merger Co. or Parent (or any of\n     their respective subsidiaries or affiliates) effectively\n     to acquire or to hold or to exercise full rights of ownership of the\n     shares of Company Common Stock purchased pursuant to the Exchange\n     Offer including, without limitation, the right to vote such shares of\n     Company Common Stock on all matters properly presented to the\n     Company's stockholders, (4) imposes material limitations on the\n     ability of Merger Co. or Parent (or any of their respective\n     subsidiaries or affiliates) effectively to control in any material\n     respect any material portion of the business or assets of the Company\n     and the Subsidiaries taken as a whole, or (5) otherwise materially\n     adversely affects the Company and the Subsidiaries taken as a whole;\n     PROVIDED, however, that actions or inactions agreed to be taken or not\n\n                                     78\n\n\n     taken by Parent and Merger Co. in the Merger Agreement (including,\n     without limitation, the agreements in Section 9.02 of the Merger\n     Agreement) shall not be deemed to be a satisfaction of the conditions\n     set forth in this clause (a);\n          (b)  the issuance of Parent Common Stock in the Exchange Offer\n     and the Merger shall not have been approved by the stockholders of\n     Parent, in accordance with Delaware Law;\n          (c)  the shares of Parent Common Stock to be issued in the\n     Exchange Offer and the Merger shall not have been approved for listing\n     on the NYSE, subject to official notice of issuance;\n          (d)  the Merger Agreement shall have been terminated in\n     accordance with its terms;\n          (e)  Parent, Merger Co. and the Company shall have agreed that\n     Merger Co. shall amend the Exchange Offer to terminate the Exchange\n     Offer or postpone the payment for shares of Company Common Stock\n     thereunder; or\n          (f)  the Exchange Form S-4 shall not have been declared effective\n     by the SEC or the SEC has suspended effectiveness of, or issued a stop\n     order with respect to, the Exchange Form S-4 which suspension or stop\n     order has not been lifted;\nwhich in the reasonable good faith judgment of Parent and Merger Co., in\nany such case, and regardless of the circumstances makes it inadvisable to\nproceed with the Exchange Offer or with such acceptance for payment or\npayment.\n     The foregoing conditions are for the sole benefit of Parent and Merger\nCo., may be asserted by Parent and Merger Co. regardless of the\ncircumstances giving rise to any such condition and, subject to the terms\nand conditions of the Merger Agreement, may be waived by Parent and Merger\nCo., in whole or in part at any time and from time to time in the sole\ndiscretion of Parent and Merger Co.  The failure by Parent and Merger Co.\nat any time to exercise any of the foregoing rights shall not be deemed a\nwaiver of any such right and each such right shall be deemed an ongoing\nright which may be asserted at any time and from time to time.\n\n\n\n                                     79\n\n\n                                                                  ANNEX III\n               TERMINATED TENDER OFFER\/CASH ELECTION MERGER\n          In accordance with Section 3.06 of the Agreement, in the event of\na Terminated Tender Offer, the Agreement shall be amended as follows:\n\n     Section 1.  The table of definitions is amended to insert the\nfollowing defined terms in correct alphabetical order:\n\nTERM                                            SECTION\nAllocation Date                                 3.03(b)\nCash Consideration                              3.02(c)\nCash Election                                   3.03(a)\nCash Election Shares                            3.02(c)\nCash Fraction                                   3.02(d)\nDissenting Shares                               3.02(e)\nElection Deadline                               3.03(a)\nElection Form                                   3.03(a)\nExchange Agent                                  3.03(a)\nNo-Election Shares                              3.03(a)\nStock Consideration                             3.02(c)\nStock Election                                  3.03(a)\nStock Fraction                                  3.02(d)\n\n     Section 2.  Clause (c) of Section 3.02 of the Agreement shall be\namended and restated in its entirety as follows:\n\n          (c)  holders of Company Common Stock (other than Parent, Merger\n     Co. and holders who properly perfect appraisal rights under Section\n     262 of the Delaware Law) outstanding immediately prior to the\n     Effective Time shall have the right to elect to receive from Parent\n     for each share of Company Common Stock either (i) $30.00 in cash (the\n     \"Cash Consideration\") (such shares for which such election is made to\n     be referred to as the \"Cash Election Shares\"), (ii) a number of shares\n     (such shares for which such election is made to be referred to as the\n     \"Stock Election Shares\") of Parent Common Stock (the \"Stock\n     Consideration\") equal to the Exchange Ratio (as defined below) or\n     (iii) a combination of both.  For purposes of this Section 3.02(c),\n     \"Exchange Ratio\" shall mean a number equal to:\n          (i)  If the Average Parent Common Stock Price is equal to or\n               greater than $15.40, the Exchange Ratio shall be 1.948\n               shares of Parent Common Stock;\n          (ii) If the Average Parent Common Stock Price is less than $15.40\n               and greater than $12.60, the Exchange Ratio shall be\n               determined by dividing $30.00 by the Average Parent Common\n               Stock Price; and\n          (iii)     If the Average Parent Common Stock Price is equal to or\n               less than $12.60 the Exchange Ratio shall be 2.381 shares of\n               Parent Common Stock.\n     For purposes of this Section 3.02, \"Average Parent Common Stock Price\"\n     means the average of the closing price per share of Parent Common\n     Stock on the New York Stock Exchange, Inc. (the \"NYSE\") at the end of\n     the regular session as reported on the Consolidated Tape, Network A\n     for the fifteen consecutive trading days ending on the fifth trading\n     day immediately preceding the Effective Time.  For purposes of this\n     Agreement, Cash Consideration, Stock Consideration and any combination\n     of the both shall be collectively referred to herein as \"Merger\n     Consideration\".\n                                     80\n\n     Section 3.  New clauses (d) and (e) shall be inserted in Section 3.02\nof the Agreement which states as follows:\n\n          (d) (i) In the event that holders of shares of Company Common\n     Stock who hold, in the aggregate, a number of shares of Company Common\n     Stock which represents, together with shares of Company Common Stock\n     owned by Parent and Dissenting Shares, if any, more than 50.1% of the\n     issued and outstanding shares of Company Common Stock, have made a\n     Cash Election (as defined in Section 3.03(a)), then (A) each Cash\n     Election Share shall be converted into the right to receive (1) an\n     amount equal to the Cash Consideration multiplied by a fraction the\n     numerator of which shall be 50.1% and the denominator of which shall\n     be the sum of (x) the percentage of outstanding shares of Company\n     Common Stock owned by Parent, (y) the percentage of outstanding shares\n     of Company Common Stock which are Dissenting Shares and (z) the\n     percentage of outstanding shares of Company Common Stock making a Cash\n     Election (such fraction, the \"Cash Fraction\") and (2) a number of\n     shares of Parent Common Stock equal to the Stock Consideration\n     multiplied by a fraction equal to 1 minus the Cash Fraction and (B)\n     all No Election Shares and Stock Election Shares shall be converted\n     into the right to receive the Stock Consideration.  (ii) In the event\n     that holders of shares of Company Common Stock who hold more than\n     49.9% of the issued and outstanding shares of Company Common Stock\n     have made a Stock Election (as defined in Section 3.03(a)), then (A)\n     each Stock Election Share shall be converted into the right to receive\n     (1) a number of shares of Parent Common Stock equal to the Stock\n     Consideration multiplied by a fraction the numerator of which shall be\n     49.9% and the denominator of which shall be the percentage of\n     outstanding shares of Company Common Stock making a Stock Election\n     (such fraction, the \"Stock Fraction\") and (2) an amount in cash equal\n     to the Cash Consideration multiplied by a fraction equal to 1 minus\n     the Stock Fraction and (B) all No Election Shares and Cash Election\n     Shares shall be converted into the right to receive the Cash\n     Consideration.   (iii)  In the event neither of the foregoing clauses\n     (i) or (ii) is applicable, each holder of shares of Company Common\n     Stock that elects to receive Parent Common Stock will receive the\n     Stock Consideration in the Merger and each holder of shares of Company\n     Common Stock that elects to receive cash will receive the Cash\n     Consideration in the Merger and each No Election Share, if any, shall\n     be converted into the right to receive in the Merger (1) a number of\n     shares of Parent Common Stock equal to the Stock Consideration\n     multiplied by a fraction the numerator of which shall equal the\n     difference between (x) 49.9% and the Stock Fraction and the\n     denominator of which shall equal the percentage of outstanding shares\n     of Company Common Stock which are No Election Shares and (2) an amount\n     in cash equal to the Cash Consideration multiplied by a fraction the\n     numerator of which shall equal the difference between (x) 50.1% and\n     (y) the Cash Fraction and the denominator of which shall equal the\n     percentage of outstanding shares of Company Common Stock which are No\n     Election Shares.\n\n\n                                     81\n\n          (e)  Notwithstanding Section 3.02, shares of Company Common Stock\n     which are issued and outstanding immediately prior to the Effective\n     Time and which are held by a holder who has not voted such shares of\n     Company Common Stock in favor of the Merger, who shall have delivered\n     a written demand for appraisal of such Shares in the manner provided\n     by the Delaware Law and who, as of the Effective Time, shall not have\n     effectively withdrawn or lost such right to appraisal (the \"Dissenting\n     Shares\") shall not be converted into a right to receive the Merger\n     Consideration.  The holders thereof shall be entitled only to such\n     rights as are granted by Section 262 of the Delaware Law.  Each holder\n     of Dissenting Shares who becomes entitled to payment for such shares\n     of Company Common Stock pursuant to Section 262 of the Delaware Law\n     shall receive payment therefor from the Surviving Corporation in\n     accordance with the Delaware Law; PROVIDED, HOWEVER, that (i) if any\n     such holder of Dissenting Shares shall have failed to establish his\n     entitlement to appraisal rights as provided in Section 262 of the\n     Delaware Law, (ii) if any such holder of Dissenting Shares shall have\n     effectively withdrawn his demand for appraisal of such shares of\n     Company Common Stock or lost his right to appraisal and payment for\n     his shares of Company Common Stock under Section 262 of the Delaware\n     Law or (iii) if neither any holder of Dissenting Shares nor the\n     Surviving Corporation shall have filed a petition demanding a\n     determination of the value of all Dissenting Shares within the time\n     provided in Section 262 of the Delaware Law, such holder shall forfeit\n     the right to appraisal of such shares of Company Common Stock and each\n     such share shall be treated as if it had been converted, as of the\n     Effective Time, into a right to receive the Merger Consideration,\n     without interest thereon, from the Surviving Corporation as provided\n     in Section 3.02 hereof.  The Company shall give Parent prompt notice\n     of any demands received by the Company for appraisal of shares of\n     Company Common Stock, and Parent shall have the right to participate\n     in all negotiations and proceedings with respect to such demands.  The\n     Company shall not, except with the prior written consent of Parent,\n     make any payment with respect to, or settle or offer to settle, any\n     such demands.\n     Section 4.  Section 3.03 of the Agreement shall be amended as follows:\n(i) clause (a) shall be amended and restated in its entirety as stated\nbelow; (ii) new clauses (b) and (c) shall be inserted as stated below; and\n(iii) current clauses (b), (c), (d) and (e) shall be renamed (d), (e), (f)\nand (g), respectively.\n\n          (a)  Prior to the Effective Time, Parent shall appoint an agent\n     reasonably acceptable to the Company (the \"Exchange Agent\") for the\n     Purpose of exchanging certificates representing shares of Company\n     Common Stock for the Merger Consideration.  Parent shall cause Merger\n     Co. to make available to the Exchange Agent, as soon as reasonably\n     practicable as of or after the Effective Time, the Merger Consideration\n     to be delivered in respect of the shares of Company Common Stock.  At\n     the time of the mailing of the Proxy Statement\/Prospectus\n     provided for in Section 9.01, Parent will cause the Exchange\n     Agent to send to each holder of shares of Company Common\n     Stock on the record date for the meeting of stockholders of the\n     Company a letter of transmittal and cash election form (collectively,\n     the \"Election Form\") and other appropriate materials providing for\n     such holder, subject to the provisions of Section 3.02(d), (i) to\n     elect to receive the Stock Consideration with respect to all or any\n     portion of such holder's shares of Company Common Stock (\"Stock\n\n                                     82\n\n     Election\") or (ii) to elect to receive the Cash Consideration with\n     respect to all or any portion of such holder's shares of Company\n     Common Stock (\"Cash Election\").  As of the Election Deadline (as\n     hereinafter defined), any shares of Company Common Stock(other than\n     Dissenting Shares and shares owned by Parent) with respect to which\n     there shall not have been made any election by submission to the\n     Exchange Agent of an effective, properly completed Election Form shall\n     be deemed to be \"No-Election Shares\".\n          (i)  Any election to receive the Cash Consideration or the Stock\n     Consideration shall have been validly made only if the Exchange Agent\n     shall have received by 5:00 p.m., New York City time, on the business\n     day preceding the meeting of stockholders of the Company provided for\n     in Section 7.02 (the \"Election Deadline\"), an Election Form properly\n     completed.  An election by a holder of shares of Company Common Stock\n     shall be validly made only if the Exchange Agent shall have received\n     an Election Form properly completed and executed (with the signature\n     or signatures thereon guaranteed if required by the Election Form) by\n     such holder of shares of Company Common Stock.  Parent shall have the\n     right to make reasonable determinations and to establish reasonable\n     procedures (not inconsistent with the terms of this Agreement) in\n     guiding the Exchange Agent in its determination as to the validity of\n     Election Forms and of any revision, revocation or withdrawal thereof.\n          (ii)  Two or more holders of shares of Company Common Stock who\n     are determined to constructively own such shares owned by each other\n     by virtue of Section 318(a) of the Code and who so certify to Parent's\n     satisfaction, and any single holder of shares of Company Common Stock\n     who holds such shares in two or more different names and who so\n     certifies to Parent's satisfaction, may submit a joint Election Form\n     covering the aggregate shares of Company Common Stock owned by all\n     such holders or by such single holder, as the case may be.  For all\n     purposes of this Agreement, each such group of holders which, and each\n     such single holder who, submits a joint Election Form shall be treated\n     as a single holder of shares of Company Common Stock.\n          (iii)  Record holders of shares of Company Common Stock who are\n     nominees only may submit a separate Election Form for each beneficial\n     owner for whom such record holder is a nominee; provided, however,\n     that at the request of Parent, such record holder shall certify to the\n     satisfaction of Parent that such record holder holds such shares as\n     nominee for the beneficial owner thereof.  For purposes of this\n     Agreement, each beneficial owner for which an Election Form is\n     submitted will be treated as a separate holder of shares of Company\n     Common Stock subject, however, to the immediately preceding paragraph\n     (ii) dealing with joint Election Forms.\n          (iv)  Any holder of shares of Company Common Stock who has made\n     an election by submitting an Election Form to the Exchange Agent may\n     at any time prior to the Election Deadline change such holder's\n     election by submitting a revised Election Form, properly completed and\n     signed, that is received by the Exchange Agent prior to the Election\n     Deadline.  Any holder of shares of Company Common Stock may at any\n     time prior to the Election Deadline revoke such holder's election by\n     written notice to the Exchange Agent received at any time prior to the\n     Election Deadline.\n          (b)  As soon as practicable after the Election Deadline (the\n     \"Allocation Date\"), the Exchange Agent shall effectuate the allocation\n     among holders of shares of Company Common Stock of rights to receive\n     the Stock Consideration or the Cash Consideration in the Merger in\n     accordance with the terms of this Section 3.03(b).  As is more fully\n\n                                     83\n\n     set forth above, the number of shares of Company Common Stock to be\n     converted in the Merger into the right to receive cash may not exceed\n     a number of shares of Company Common Stock which, together with shares\n     of Company Common Stock owned by Parent and Dissenting Shares, exceeds\n     50.1% of the outstanding shares of Company Common Stock.  The number\n     of shares of Company Common Stock to be converted in the Merger into\n     the Stock Consideration shall not exceed 49.9% of the total number of\n     outstanding shares of Company Common Stock.  The Exchange Agent shall\n     determine the percentages of the Cash Election Shares, the Stock\n     Election Shares and the No Election Shares.\n          (c)  No certificates or scrip for fractional shares of Parent\n     Common Stock will be issued, no Parent stock split or dividend shall\n     relate to any fractional share interest, and no such fractional share\n     interest shall entitle the owner thereof to vote or to any rights of\n     or as a stockholder of Parent.  In lieu of such fractional shares, any\n     holder of Company Common Stock who would otherwise be entitled to a\n     fraction of a share of Parent Common Stock (or any other person who is\n     the record holder of certificates for shares of Parent Common Stock\n     into which such shares of Company Common Stock have been converted)\n     will, upon surrender of his certificate or certificates, be paid the\n     cash value of such fraction (without interest and rounded to the\n     nearest cent), which shall be equal to the fraction multiplied by the\n     Average Parent Common Stock Price, which shall be deemed to represent\n     the market value of a full share of Parent Common Stock.\n\n     Section 5.  Clause (a) of Section 3.04 of the Agreement shall be\n     amended and restated in its entirety as follows:\n          (a)  At or immediately prior to the Effective Time, each employee\n     stock option or director stock option to purchase shares of Company\n     Common Stock outstanding under any Company stock option plans, whether\n     or not vested or exercisable (each, a \"Company Option\") shall, by\n     virtue of the Merger and without any further action on the part of any\n     holder thereof, be assumed by Parent and deemed to constitute an option\n     (each, a \"Parent Option\") to acquire, on the same terms and conditions\n     as were applicable under such Company Option (subject to Section\n     3.04(b)), the same number of shares of Parent Common Stock as the\n     holder of such Company Option would have been entitled to receive\n     pursuant to Section 3.02(c) of this Agreement had such holder exercised\n     such Company Option in full immediately prior to the\n     Effective Time (rounded to the nearest whole number) and received only\n     Stock Consideration in the Merger, at a price per share (rounded down\n     to the nearest whole cent) equal to (x) the aggregate exercise price\n     for the share of Company Common Stock otherwise purchasable pursuant\n     to such Company Option divided by (y) the number of whole shares of\n     Parent Common Stock purchasable pursuant to the Parent Option in\n     accordance with the foregoing.  The other terms of each such Company\n     Option, and the plans under which they were issued, shall continue to\n     apply in accordance with their terms.\n\n     Section 6.  The introduction of Section 7.01 of the Agreement shall be\n     amended and restated in its entirety as follows (with clauses (a)\n     through(i) remaining unchanged):\n          From the date hereof until the Effective Time, except as\n     contemplated in this Agreement, the Company and the Subsidiaries shall\n     conduct their business in the ordinary course consistent with past\n     practice and shall use their reasonable best efforts to preserve\n     intact their business organizations and relationships with third\n\n                                     84\n\n     parties and to keep available the services of their present officers\n     and employees.  Without limiting the generality of the foregoing,\n     except as set forth in Schedule 7.01, from the date hereof until the\n     Effective Time and unless consented to in writing by Parent, the\n     Company will not and will cause its Subsidiaries not to:\n     Section 7.  Section 7.02 of the Agreement shall be amended and\n     restated in its entirety as follows:\n\n          Section 7.02.  Stockholder Meeting\n          The Company shall cause a meeting of its stockholders (the\n     \"Company Stockholder Meeting\") to be duly called and held, as soon as\n     reasonably practicable following the date hereof, for the purpose of\n     voting on the approval and adoption of this Agreement and the Merger.\n     Subject to Section 7.04, the Board of Directors of the Company shall\n     recommend approval and adoption of this Agreement and the Merger by\n     the Company's stockholders and shall not withdraw such recommendation.\n     Section 8.  In the first proviso of Section 7.04 of the Agreement, the\n     words \"PROVIDED, however, that, prior to the acceptance for payment of\n     shares of Company Common Stock pursuant to the Offer representing\n     together with shares of Company Common Stock already owned by Parent\n     at least 50.1% of the shares of Company Common Stock outstanding\"\n     shall be deleted and replaced with \"PROVIDED, however, that, prior to\n     the Effective Time\", and the remainder of such section shall be\n     unchanged.\n\n     Section 9.  Section 10.01(b) of the Agreement shall be amended and\nrestated in its entirety as follows:\n     (b)  any applicable waiting period under the HSR Act relating to\n     the Merger shall have expired or been terminated;\n\n     Section 10.  Section 10.02 of the Agreement shall be amended and\nrestated in its entirety as follows:\n\n     Section 10.02.  Conditions to the Obligation of the Company\n          The obligation of the Company to consummate the Merger is\n     subject to the satisfaction of the following further condition:\n    (a)  except as affected by actions specifically permitted by this\n     Agreement, the representations and warranties of Parent contained in\n     this Agreement (x) that are qualified by materiality or Parent\n     Material Adverse Effect shall be true at and as of the Effective Time\n     as if made at and as of such time (except in respect of\n     representations made as of a specified date which shall be required to\n     be true as of such specified date), and (y) that are not qualified by\n     materiality or Parent Material Adverse Effect shall be true in all\n     material respects at and as of the Effective Time as if made at and as\n     of such time (except in respect of representations and warranties made\n     as of a specific date which shall be true in all material respects as\n     of such specified date); and\n     (b)  Parent shall have performed and complied with each agreement\n     and covenant required by this Agreement to be performed or complied\n     with by it with such exceptions as would not in the aggregate have a\n     Parent Material Adverse Effect.\n\n     Section 14.  Inserted in the Agreement is a new Section 10.03 which\nstates as follows:\n          Section 10.03.  Conditions to the Obligations of Parent and\n     Merger Co.\n\n                                     85\n\n         The obligations of Parent and Merger Co. to consummate the\n     Merger are subject to the satisfaction of the following conditions:\n          (a)  there shall not have been any law or order promulgated,\n     entered, enforced, enacted, issued or deemed applicable to the Merger\n     by any court of competent jurisdiction or other competent governmental\n     or regulatory authority which, directly or indirectly, (1) prohibits,\n     or imposes any material limitations on, Parent's or Merger Co.'s\n     ownership or operation (or that of any of their respective\n     subsidiaries or affiliates) of any portion of their or the Company's\n     businesses or assets which is material to the business of all such\n     entities taken as a whole, or compels Parent or Merger Co. (or their\n     respective subsidiaries or affiliates) to dispose of or hold separate\n     any portion of their or the Company's business or assets which is\n     material to the business of all such entities taken as a whole, (2)\n     imposes material limitations on the ability of Merger Co. or Parent\n     (or any of their respective subsidiaries or affiliates) effectively to\n     control in any material respect any material portion of the business\n     or assets of the Company and the Subsidiaries taken as a whole, or (3)\n     otherwise materially adversely affects the Company and the\n     Subsidiaries taken as a whole; PROVIDED, however, that actions or\n     inactions agreed to be taken or not taken by Parent and Merger Co. in\n     this Agreement (including, without limitation, the agreements in\n     Section 9.02 of this Agreement) shall not be deemed to be a\n     satisfaction of the conditions set forth in this clause (a);\n          (b)  there shall not be in place (1) any general suspension of\n     trading in, or limitation on prices for, securities on the New York\n     Stock Exchange for a period in excess of 24 hours (excluding\n     suspensions of limitations resulting solely from physical damage or\n     interference with such exchange not related to market conditions or\n     suspensions or limitations triggered by price fluctuations on a\n     trading day), (2) a declaration of a banking moratorium or any\n     suspension of payments in respect of banks in the United States\n     (whether or not mandatory), (3) any limitation (whether or not\n     mandatory) by any United States governmental or regulatory authority\n     on the extension of credit by banks or other financial institutions,\n     or (4) in the case of any of the foregoing existing at the time of the\n     execution of this Agreement, a material acceleration or worsening\n     thereof;\n          (c)  except as affected by actions specifically permitted by this\n     Agreement, the representations and warranties of the Company contained\n     in this Agreement (x) that are qualified by materiality or Material\n     Adverse Effect shall be true at and as of the Effective Time as if\n     made at and as of such time (except in respect of representations made\n     as of a specified date which shall be required to be true as of such\n     specified date), and (y) that are not qualified by materiality or\n     Material Adverse Effect shall be true in all material respects at and\n     as of the Effective Time as if made at and as of such time (except in\n     respect of representations and warranties made as of a specific date\n     which shall be true in all material respects as of such specified\n     date); and\n          (d)  the Company shall have performed and complied with each\n     agreement and covenant required by this Agreement to be performed or\n     complied with by it with such exceptions as would not in the aggregate\n     have a Material Adverse Effect.\n\n\n\n\n                                     86\n\n                                                                  EXHIBIT A\n\n                      [Form of Affiliate's Agreement]\n\n                              [Date]\n\nTyson Foods, Inc.\n2210 West Oaklawn Drive\nSpringdale, Arkansas 72762\n\nLadies and Gentlemen:\n\n          I have been advised that as of the date hereof I may be deemed to\nbe an \"affiliate\" of IBP, inc., a Delaware corporation (the \"Company\"), as\nthat term is defined for purposes of paragraphs (c) and (d) of Rule 145 of\nthe rules and regulations (the \"Rules and Regulations\") of the Securities\nand Exchange Commission (the \"Commission\") under the Securities Act of\n1933, as amended (the \"Act\").  Neither my entering into this agreement, nor\nanything contained herein, shall be deemed an admission on my part that I\nam such an \"affiliate\".\n          Pursuant to the terms of the Agreement and Plan of Merger dated\nas of January __, 2001 (the \"Merger Agreement\"), among , Tyson Foods, Inc.\na Delaware corporation (\"Parent\"), Lasso Acquisition Corporation, a\nDelaware corporation (\"Merger Co.\"), and the Company providing for the\nmerger of the Company with and into Merger Co. (the \"Merger\"), and as a\nresult of the Merger, I may receive shares of Parent's Class A Common\nStock, par value $0.10 per share (the \"Parent Securities\"), in exchange for\nthe shares of common stock, par value $0.05 per share, of the Company owned\nby me at the Effective Time (as defined in the Merger Agreement) of the\nMerger.\n          I represent and warrant to Parent that in such event:\n          A.   I shall not make any sale, transfer or other disposition of\nthe Parent Securities in violation of the Act or the Rules and Regulations.\n          B.   I have carefully read this letter and the Merger Agreement\nand discussed its requirements and other applicable limitations upon my\nability to sell, transfer or otherwise dispose of Parent Securities, to the\nextent I felt necessary, with my counsel or counsel for the Company.\n          C.   I have been advised that the issuance of Parent Securities\nto me pursuant to the Merger has been registered with the Commission under\nthe Act on a Registration Statement on Form S-4.  However, I have also been\nadvised that, since at the time the Merger was submitted for a vote of the\nstockholders of the Company I may have been deemed to have been an\naffiliate of the Company and a distribution by me of Parent Securities has\nnot been registered under the Act, the Parent Securities must be held by me\nindefinitely unless (i) a distribution of Parent Securities by me has been\nregistered under the Act, (ii) a sale of Parent Securities by me is made in\nconformity with the volume and other limitations of Rule 145 promulgated by\nthe Commission under the Act or (iii) in the opinion of counsel reasonably\nacceptable to Parent, some other exemption from registration is available\nwith respect to a proposed sale, transfer or other disposition of the\nParent Securities by me.\n          D.   I understand that Parent is under no obligation to register\nthe sale, transfer or other disposition of Parent Securities by me or on my\nbehalf or to take any other action necessary in order to make compliance\nwith an exemption from registration available.\n\n\n\n                                     87\n\n          E.   I also understand that stop transfer instructions will be\ngiven to Parent's transfer agents with respect to the Parent Securities and\nthat there will be placed on the certificates for the Parent Securities, or\nany substitutions therefor, a legend stating in substance.\n          \"The shares represented by this certificate were issued in a\n     transaction to which Rule 145 promulgated under the Securities Act of\n     1933, as amended, applies.\"\n          F.   I also understand that unless the transfer by me of my\nParent Securities has been registered under the Act or is a sale made in\nconformity with the provisions of Rule 145, Parent reserves the right to\nput the following legend on the certificates issued to my transferee:\n          \"The shares represented by this certificate have not been\n     registered under the Securities Act of 1933, as amended, and were\n     acquired from a person who received such shares in a transaction to\n     which Rule 145 promulgated under such Act applies.  The shares have\n     been acquired by the holder not with a view to, or for resale in\n     connection with, any distribution thereof within the meaning of such\n     Act and may not be sold, pledged or otherwise transferred except in\n     accordance with an exemption from the registration requirements of\n     such Act.\"\n\n\n                                     88\n\n\n          It is understood and agreed that the legends set forth in\nparagraph E and F above shall be removed by delivery of substitute\ncertificates without such legend if the undersigned shall have delivered to\nParent a copy of a letter from the staff of the Commission, or an opinion\nof counsel reasonably acceptable to Parent to the effect that such legend\nis not required for purposes of the Act.\n                              Very truly yours,\n\n\n\n                              _______________________________\n                              Name:\n\nAccepted this ____ day of\n__________, ____, by:\n\nTYSON FOODS, INC.\n\n\n\nBy____________________________\n  Name:\n  Title:\n\n\n\n\n                                      89\n\n                                                                  EXHIBIT B\n\n                             VOTING AGREEMENT\n\n     In consideration of Tyson Foods, Inc., a Delaware corporation\n(\"Parent\"), and Lasso Acquisition Corporation, a Delaware corporation and\nwholly-owned subsidiary of Parent (\"Merger Co.\"), entering into on the date\nhereof an Agreement and Plan of Merger (the \"Merger Agreement\") dated as of\nthe date hereof with IBP, inc., a Delaware corporation (the \"Company\"), the\nundersigned holder (the \"Stockholder\") of shares of Schedule A Securities\n(as defined below) agrees with the Company as follows:\n\n     1.   During the period (the \"Agreement Period\") beginning on the date\nhereof and ending on the earlier of (i) the date of any substantive\namendment to the Merger Agreement which has not been approved in writing by\nthe Stockholder and (ii) the date of termination of the Merger Agreement,\nthe Stockholder hereby agrees to vote all shares of Parent's Class B Common\nStock owned by the Stockholder to approve the issuance of Parent's Class A\nCommon Stock with respect to the Exchange Offer and the Merger at the\nParent Stockholder Meeting (each as defined in the Merger Agreement), and\nat any adjournment thereof or pursuant to action by written consent, at or\nby which such action is submitted for the consideration and vote of the\nstockholders of Parent.\n\n     2.   The Stockholder hereby represents and warrants to the Company\nthat as of the date hereof:\n\n          (a) The Stockholder (i) owns beneficially all of the shares of\n     Parent's Class B Common Stock set forth opposite its name in Schedule\n     A hereto (the \"Schedule A Securities\"), and no other shares of\n     Parent's Class B Common Stock, (ii) has the full and unrestricted\n     legal power, authority and right to enter into, execute and deliver\n     this Voting Agreement without the consent or approval of any other\n     person and (iii) has not entered into any voting agreement with or\n     granted any person any proxy (revocable or irrevocable) with respect\n     to such shares (other than this Voting Agreement).\n\n          (b) This Voting Agreement is the valid and binding agreement of\n     the Stockholder.\n\n          (c) No investment banker, broker or finder is entitled to a\n     commission or fee from the Stockholder or Parent in respect of this\n     Agreement based upon any arrangement or agreement made by or on behalf\n     of the Stockholder.\n\n     3.   If any provision of this Voting Agreement shall be invalid or\nunenforceable under applicable law, such provision shall be ineffective to\nthe extent of such invalidity or unenforceability only, without in any way\naffecting the remaining provisions of this Voting Agreement.\n\n     4.   This Voting Agreement may be executed in two or more counterparts\neach of which shall be an original with the same effect as if the\nsignatures hereto and thereto were upon the same instrument.\n\n\n                                     90\n\n\n     5.   The parties hereto agree that if for any reason any party hereto\nshall have failed to perform its obligations under this Voting Agreement,\nthen the party seeking to enforce this Agreement against such non-\nperforming party shall be entitled to specific performance and injunctive\nand other equitable relief, and the parties hereto further agree to waive\nany requirement for the securing or posting of any bond in connection with\nthe obtaining of any such-injunctive or other equitable relief. This\nprovision is without prejudice to any other rights or remedies, whether at\nlaw or in equity, that any party hereto may have against any other party\nhereto for any failure to perform its obligations under this Voting\nAgreement.\n\n     6.   This Voting Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware.\n\n     7.   The Stockholder will, upon request, execute and deliver any\nadditional documents deemed by Parent to be necessary or desirable to\ncomplete and effectuate the covenants contained herein.\n\n     8.   This Agreement shall terminate upon the termination of the\nAgreement Period.\n\n     9.   The Stockholder hereby agrees that if it sells, transfers,\nassigns, encumbers or otherwise disposes (each, a \"Transfer\") of any\nSchedule A Securities (whether to an affiliate or otherwise) during the\nAgreement Period, such Stockholder shall require the transferee of such\nSchedule A Securities to execute and deliver to the Company a voting\nagreement identical in form to this Voting Agreement except for the\nidentity of the Stockholder prior to or concurrent with the consummation of\nsuch Transfer.  The Company understands and acknowledges that, subject to\nthe preceding sentence, the Stockholder is free to Transfer any Schedule A\nSecurities at such times and in such manner as it deems appropriate.\n\n     10.  Nothing in this Agreement, express or implied, shall confer on\nany person other than the parties hereto, and their respective successors\nand assigns, any rights, remedies, obligations, or liabilities under or by\nreason of this Agreement.\n\n     11.  All notices, requests and other communications to any party\nhereunder shall be in writing (including telecopy or similar writing) and\nshall be given,\n\n     If to the Company, to:\n\n     Robert L. Peterson, Chairman of the Board\n     and Chief Executive Officer, and\n     JoAnn R. Smith, Chairperson of the Special Committee,\n     c\/o IBP, inc.\n     800 Stevens Port Drive\n     Dakota Dunes, South Dakota  57049\n     Telecopy: (605) 235-2427\n\n\n\n                                     91\n\n\n\n     with a copy to:\n\n     Sheila B. Hagen, Esq.\n     c\/o IBP, inc.\n     800 Stevens Port Drive\n     Dakota Dunes, South Dakota  57049\n     Telecopy: (605) 235-2427\n\n     and with an additional copy to:\n\n     Richard D. Katcher, Esq.\n     Wachtell, Lipton, Rosen &amp; Katz\n     51 West 52nd Street\n     New York, New York  10019\n     Telecopy: (212) 403-2222\n\n     If to the Stockholder:\n\n     Don Tyson\n     Tyson Limited Partnership\n     2210 West Oaklawn Drive\n     Springdale, AR 72762-6999\n     (501) 290-4028\n\n     with a copy to:\n\n     Les Baledge, Esq.\n     Tyson Foods, Inc.\n     2210 West Oaklawn Drive\n     Springdale, AR 72762-6999\n     (501) 290-4028\n\n\nor such other address or telecopy or telephone number as such party may\nhereafter specify for the purpose by notice to the other parties hereto.\nEach such notice, request or other communication shall be effective (a) if\ngiven by telecopy, when such telecopy is transmitted to the telecopy number\nspecified in this Section and the appropriate telecopy confirmation is\nreceived or (b) if given by any other means, when delivered at the address\nspecified in this Section.\n\n\n\n\n                                     92\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement\nas of the [______] day of January, 2001.\n\n\n                                   IBP, inc.\n\n                                   By:___________________________\n                                   Name:\n                                   Title:\n\n\n                                   TYSON LIMITED PARTNERSHIP\n                                   By: \/s\/ Don Tyson\n                                   ---------------------------\n                                   Name: Don Tyson\n                                   Title: Managing General Partner\n\n\n                                     93\n\n                                SCHEDULE A\n\n\n\n\n                                        SHARES OF TYSON\nSTOCKHOLDER                             CLASS B COMMON STOCK\n\nTyson Limited Partnership               102,598,560\n\n\n\n\n                                     94\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9134],"corporate_contracts_industries":[9426],"corporate_contracts_types":[9622,9626],"class_list":["post-43077","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyson-foods-inc","corporate_contracts_industries-food__meat","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43077","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43077"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43077"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43077"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43077"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}