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200209214 "Arkansas Caw" means the Business Corporation Act of the Stare of Arkansas. "Business Day means a day other than Saturday. Sunday or other day mm which commercial banks in New York New York or Memphis. Tennessee ate authorized or requited by law to close. " Code" means the Internal Revenue Code of 1986. "Company Balance Sheet" mean; the consolidated balance sheet of the Company as of December 31. 1999 and the taw thereto set forth in the Company 10-IC "Company Balance Shat Date" means December 31, 1999. "Company Disclosure Schedule" means the Company Disclosure Schedule attached hereto and identified as such. "Company 10-K" meets the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. "Company Plans" means (i) the Amended and Restated 1993 Stock Option Plan, at amended January 23, 1996, January 20, 1999, April 13, 1999 and January, 19, 2000, and (ii) the 1989 Stock Option Plan. -Del aware Caw" means the General Corporation Jaw of the State of Delaware. "Dvacar Plans" means (i) the Company's Amended and Restated Elected Non- Employee Director Stock Option Plan. as amended January 19. 2000. (B) the Amended and Restated Appointed Nom - Employee Director Stock Option Plan. in amended our January 19, 2000. (iii) the 1999 Chaumsn Stock Option Plan, (iv) the Amended and Restated 1993 Chairman Stack Option Plan, and (v) the 1993 Non- Employee Director Stock Option Plan. - Environmental taws" means my federal, state, local or foreign law (including common law), treaty. judicial decision, regulation. rule. judgment order, decree. injunctiom, permit or governmental restriction or requitement or my agreement with my governmental authority or other third party, relating to bureau health and safety, the environment or to pollutants, contaminants. wastes or chemicals or my toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances, wastes or materials. "Environmental Fermin" memo all Permits, licenses, franchises. certificates, approvals and other similar authorizations of governmental audiondes relating to or required by Environmental Laws and affecting, m relating in my way to, the business of the Company or my of its Subsidiaries as currently conduced "ERISA" means the Employee Retirement Income Security Act of 1974. "ERISA Affiliate" of my entity means my other entity that together with such entity, would be vested as a single employer under Section 414 of the Code. "HSR Act" mema the Han - Scam - Rodin Antitrust Improvements Act of 1976. "Um" mesas, with respect to any Propety or asses, my mortgage. Bur. Pledge. charge, security interest encumbrance or other adverse claim of my kind in respect of such property or suet Fa purposes of this Agreement, a Person shad be deemed to own subject to a Lim my property or Lase that it has acquired or holds subject to the interest of a vendor or leren[ under my conditional sale agreement apical lease or other title retention agreement relating to such Property or asset. - Material Adverse Effect" means, with nap= to my Person. a material dverse affect nn the financial condition, business, assent or uvula of operation of such Permit and its Subsidbarbea, taken as a whole. A -2