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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION


UNITED STATES OF AMERICA,

                           Plaintiff,

                           v.

EARTHGRAINS BAKING COMPANIES,         
INC.

                           Defendant.
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Civil No: 00C 1687


Judge Bucklo



Filed: September 10, 2002

STIPULATION

It is stipulated by and between the undersigned parties by their respective attorneys that:

1. The Court has jurisdiction over Earthgrains Baking Companies, Inc. ("Earthgrains") under 18 U.S.C. § 401(3), N.D. Ill. L.R. 37.1 and Sections II, VIII, XI, and XII of the Final Judgment.

2. The United States filed its Motion of the United States of America for an Order Directing Defendant, Earthgrains Baking Companies, Inc., to Show Cause Why it Should Not Be Held in Civil Contempt of Court ("Motion to Show Cause"). The Motion to Show Cause alleges violations of the Hold Separate Stipulation and Order and the Final Judgment entered by the Court in United States v. Earthgrains Co., 2000 WL 33115903, 2000-2 Trade Cases P 73,025 (N.D. Ill. Jul 03, 2000) (CIV. NO. 00C1687).

3. The parties consent to the Court's entry of the Settlement Agreement and Order substantially in the form attached to this Stipulation, on the Court's own motion or on the motion of the United States at any time, and without further notice to any party or other proceedings.

4. The parties' execution of this Stipulation and entry of the Settlement Agreement and Order settles any and all claims of the United States arising out of those allegations asserted in the Motion to Show Cause.

5. Neither this Stipulation nor the attached Settlement Agreement and Order shall be construed to preclude the United States from bringing an action against Earthgrains for any violation(s) of the Hold Separate Stipulation and Order or Final Judgment other than the allegations described in the Motion to Show Cause.

6. In the event that the proposed Settlement Agreement and Order is not entered pursuant to this Stipulation, this Stipulation shall become null and void and shall be of no effect whatever, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

Dated: September 10, 2002

Respectfully submitted,

FOR THE PLAINTIFF UNITED STATES
OF AMERICA

______________/s/______________
Charles A. James
Assistant Attorney General
Antitrust Division
United States Department of Justice

______________/s/______________
Deborah P. Majoras
Deputy Assistant Attorney General
Antitrust Division
United States Department of Justice

______________/s/______________
Constance K. Robinson
Director of Operations
Antitrust Division
United States Department of Justice

______________/s/______________
Marvin N. Price, Jr.
Chief, Midwest Field Office
Antitrust Division
United States Department of Justice

______________/s/______________
Carla M. Stern
Michael W. Boomgarden
Attorneys, Midwest Field Office
Antitrust Division
U.S. Department of Justice
209 S. LaSalle Street, Suite 600
Chicago, Illinois 60604-1203
Tel. (312) 353-7530
FOR EARTHGRAINS BAKING
COMPANIES, INC.

______________/s/______________
Roxann E. Henry, Esquire
Howrey Simon Arnold & White
1299 Pennsylvania Avenue, NW
Washington, DC 20004
Tel. (202) 383-6503