UNITED STATES DISTRICT COURT
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