EXHIBIT (e)(9)
[Xxxxx Xxxxxxxxxx]
January 1, 2001
IBP, inc.
000 Xxxxxxx Xxxx Xxxxx
Xxxxxx Xxxxx, Xxxxx Xxxxxx 00000
Attention: XxXxx X. Xxxxx
Ladies and Gentlemen:
In order to induce IBP, inc. ("IBP") to enter into the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of January 1, 2001, by and between
Tyson Foods, Inc. ("Tyson"), Lasso Acquisition Corporation and IBP, Xxxxx xxxxxx
agrees to advance to IBP the sum of $66,500,000 by wire transfer of immediately
available funds upon (i) receipt of a waiver from Rawhide Holdings Corporation
("Holdings"), pursuant to which Holdings waives the three day notification
requirement (and prohibition) contained in Section 10.01(e) of the Agreement and
Plan of Merger, dated October 1, 2000, among IBP, Holdings and Rawhide
Acquisition Corporation (the "Rawhide Agreement"), (ii) the effectiveness of the
termination of the Rawhide Agreement, (iii) IBP's execution and delivery of the
Merger Agreement (which delivery shall constitute notice of Xxxxx'x obligation
to make the payments described in this paragraph) and (iv) receipt of a
promissory note executed by IBP, which advance shall be delivered to Rawhide
Holdings Corporation on behalf of IBP no later than noon (New York time) on
Tuesday, January 2, 2001.
This agreement set forth in this letter shall be governed by and construed
in accordance with the laws of the State of Delaware without regard to the
conflicts of laws principles thereof.
Very truly yours,
Tyson Foods, Inc.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Chairman, President and
Chief Executive Officer
