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VOTING AGREEMENT
In consideration of Rawhide Holdings Corporation,
a Delaware corporation ("Parent"), and Rawhide
Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Co."),
entering into on the date hereof an Agreement and Plan
of Merger (the "Merger Agreement") dated as of the
date hereof with IBP, inc., a Delaware corporation (the
"Company"), which provides, among other things, that
Merger Co., upon the terms and subject to the
conditions thereof, will be merged with and into the
Company (the "Merger") and each outstanding share of
common stock, $0.05 par value, of the Company (the
"Company Common Stock") will be converted into the
right to receive the Merger Consideration (as defined
in the Merger Agreement) in accordance with the terms
of such Agreement, each of the undersigned holders
(each, a "Stockholder" and collectively, the
"Stockholders") of shares of Company Common Stock
agrees with Parent and Merger Co. as follows:
1. During the period (the "Agreement Period")
beginning on the date hereof and ending on the earlier
of (i) the Effective Time (as defined in the Merger
Agreement), (ii) the date of any substantive amendment
to the Merger Agreement (including, without limitation,
any amendment that increases the Merger Consideration
(as defined in the Merger Agreement)), which has not
been approved in writing by the Stockholder and (iii)
the date of termination of the Merger Agreement, the
Stockholder hereby agrees to vote the shares of Company
Common Stock set forth opposite its name in Schedule A
hereto (the "Schedule A Securities") to approve and
adopt the Merger Agreement, the Merger and all
agreements related to the Merger and any actions
directly and reasonably related thereto at any meeting
or meetings of the stockholders of the Company, and at
any adjournment thereof or pursuant to action by
written consent, at or by which such Merger Agreement,
or such other actions, are submitted for the
consideration and vote of the stockholders of the
Company. Parent agrees to notify the Stockholder
promptly upon receipt by Parent, Merger Co. or DLJMB
(as defined in the Merger Agreement) of any information
relating to any Acquisition Proposal (as defined in the
Merger Agreement) and to forward immediately to the
Stockholder by telecopy any written material delivered
to any of them relating to any such Acquisition
Proposal.
2. During the Agreement Period, the Stockholder
hereby agrees that it will not vote any of its Schedule
A Securities in favor of the approval of any other
merger, consolidation, sale of assets, reorganization,
recapitalization, liquidation or winding up of the
Company or any other extraordinary transaction
involving the Company or any matters related to or in
connection therewith, or any corporate action relating
to or the consummation of which would either frustrate
the purposes of, or prevent or delay the consummation
of, the transactions contemplated by the Merger
Agreement.
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3. During the Agreement Period, the Stockholder
hereby irrevocably appoints Parent as proxy for and on
behalf of such Stockholder to vote (including, without
limitation, the taking of action by written consent)
such Stockholder's Schedule A Securities, for and in
the name, place and stead of such Stockholder for the
matters and in the manner contemplated by paragraph 1
above.
4. During the Agreement Period, the Stockholder
will not, directly or indirectly, (i) take any action
to solicit, initiate or encourage any Acquisition
Proposal (as defined in the Merger Agreement), (ii)
engage in negotiations or discussions with, or disclose
any nonpublic information relating to the Company or
any Subsidiary or afford access to the properties,
books or records of the Company or any Subsidiary to,
or otherwise assist, facilitate or encourage, any
Person (as defined in the Merger Agreement) that may be
considering making, or has made, an Acquisition
Proposal or (iii) acquire beneficial ownership (as
defined in Rule 13d-3 of the Securities Exchange Act of
1934) of any shares of the Company Common Stock in
addition to those set forth in Schedule A (other than
pursuant to or as a result of this Voting Agreement).
The Stockholder agrees to promptly notify Parent after
receipt of any Acquisition Proposal or any indication
from any Person that it is considering making an
Acquisition Proposal or any request for nonpublic
information relating to the Company or any Subsidiary
or for access to the properties, books or records of
the Company or any Subsidiary by any Person that may be
considering making, or has made, an Acquisition
Proposal and will keep Parent fully informed of the
status and details of any such Acquisition Proposal,
indication or request (in each case, to the extent
permitted by any confidentiality agreement to which
such Stockholder is a party).
5. The Stockholder hereby agrees not to exercise
any rights (including, without limitation, under
Section 262 of the Delaware General Corporation Law) to
demand appraisal of any shares of Company Common Stock
owned by such Stockholder in connection with the
Merger.
6. The Stockholder hereby represents and warrants
to Parent that as of the date hereof:
(a) The Stockholder (i) owns beneficially all
of the shares of Company Common Stock set forth
opposite the Stockholders name in Schedule A
hereto, and no other shares of Company Common
Stock, (ii) has the full and unrestricted legal
power, authority and right to enter into, execute
and deliver this Voting Agreement without the
consent or approval of any other person and (iii)
has not entered into any voting agreement with or
granted any person any proxy (revocable or
irrevocable) with respect to such shares (other
than this Voting Agreement).
(b) This Voting Agreement is the valid and
binding agreement of the Stockholder.
(c) No investment banker, broker or finder is
entitled to a commission or fee from the
Stockholder or the Company in respect of this
Agreement based upon any arrangement or agreement
made by or on behalf of the Stockholder.
7. If any provision of this Voting Agreement shall
be invalid or unenforceable under applicable law, such
provision shall be ineffective to the extent of such
invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Voting
Agreement.
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8. This Voting Agreement may be executed in two or
more counterparts each of which shall be an original
with the same effect as if the signatures hereto and
thereto were upon the same instrument.
9. The parties hereto agree that if for any reason
any party hereto shall have failed to perform its
obligations under this Voting Agreement, then the party
seeking to enforce this Agreement against such non-
performing party shall be entitled to specific
performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any
requirement for the securing or posting of any bond in
connection with the obtaining of any such-injunctive or
other equitable relief. This provision is without
prejudice to any other rights or remedies, whether at
law or in equity, that any party hereto may have
against any other party hereto for any failure to
perform its obligations under this Voting Agreement.
10. This Voting Agreement shall be governed by and
construed in accordance with the laws of the State of
Delaware.
11. The Stockholder will, upon request, execute and
deliver any additional documents deemed by Parent to be
necessary or desirable to complete and effectuate the
covenants contained herein.
12. This Agreement shall terminate upon the
termination of the Agreement Period.
13. The Stockholder hereby agrees that if it sells,
transfers, assigns, encumbers or otherwise disposes
(each, a "Transfer") of any Schedule A Securities
(whether to an affiliate or otherwise) during the
Agreement Period, such Stockholder shall require the
transferee of such Schedule A Securities to execute and
deliver to Parent, Merger Co. and the Company a voting
agreement identical in form to this Voting Agreement
except for the identity of the Stockholder prior to or
concurrent with the consummation of such Transfer.
Parent, Merger Co. and the Company understand and
acknowledge that, subject to the preceding sentence,
the Stockholder is free to Transfer any Schedule A
Securities at such times and in such manner as it deems
appropriate.
14. All other voting agreements signed with
existing shareholders prior to or concurrently herewith
are substantially identical to this Agreement.
15. Nothing in this Agreement, express or
implied, shall confer on any person other than the
parties hereto, and their respective successors and
assigns, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement,
except that clause 4(iii) of this Agreement shall inure
to the benefit of the Company and the Company shall be
entitled to enforce such clause to the same extent as
if it were a party hereto.
16. All notices, requests and other communications
to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,
If to Parent or Merger Co., to:
Xxxxxxxx Xxxx
c/o DLJ Merchant Banking III, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
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with a copy to:
Xxxxxx X. Xxxxx, Xx.
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
If to Booth Creek Partners Limited III, LLLP or
Xxxxxxx X. Xxxxx, to:
Booth Creek Partners Limited III, LLLP
0000 Xxxxx Xxxxxxxx Xx., Xxxx
Xxxxx 000
Xxxx, Xxxxxxxx 00000
Telecopy: 000-000-0000
Telephone: 000-000-0000
Xxxxxxx X. Xxxxx
000 Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Telecopy: 000-000-0000
Telephone: 000-000-0000
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with a copy to:
Xxxxxxx Xxxx
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
0 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy: 000-000-0000
Telephone: 000-000-0000
If to Xxxxxx-Xxxxxxx-Midland Company, to:
Xxxxx Xxxxx, Esq.
Xxxxxx-Xxxxxxx-Midland Company
0000 Xxxxxx Xxxxxxx
X.X. Xxx 0000
Xxxxxxx, XX 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxxxxx
Faegre & Xxxxxx LLP
2200 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
or such other address or telecopy or telephone
number as such party may hereafter specify for the
purpose by notice to the other parties hereto. Each
such notice, request or other communication shall be
effective (a) if given by telecopy, when such telecopy
is transmitted to the telecopy number specified in this
Section and the appropriate telecopy confirmation is
received or (b) if given by any other means, when
delivered at the address specified in this Section.
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IN WITNESS WHEREOF, the parties hereto have
executed this Voting Agreement as of the 1st day of
October, 2000.
RAWHIDE HOLDINGS
CORPORATION
By /s/Xxx Xxxxxxxxxx
Name: Xxx Xxxxxxxxxx
Title: President
RAWHIDE ACQUISITION
CORPORATION
By /s/ Xxx Xxxxxxxxxx
Name: Xxx Xxxxxxxxxx
Title: President
BOOTH CREEK PARTNERS
LIMITED III, LLLP
By /s/Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Executive Vice
President
XXXXXXX X. XXXXX
/s/Xxxxxxx Xxxxx
XXXXXX-XXXXXXX-
MIDLAND COMPANY
By /s/X. X. Xxxxx
Name: X. X. Xxxxx
Title: Vice
President, Secretary
and General
Counsel
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SCHEDULE A
Stockholder Shares of Company
Common Stock
Booth Creek Partners 3,644,923
Limited III, LLLP
Xxxxxxx X. Xxxxx 643,030
Xxxxxx-Xxxxxxx-Midland 12,951,400
Company
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