Windy Hill Pet Food Co Inc Sample Contracts

Windy Hill Pet Food Co Inc – Press Release dated June 11, 1998 (June 30th, 1998)

EXHIBIT 99.1 Press Release dated June 11, 1998 DPC Acquisition Corp. ("DPCAC"), the corporate parent of Doane Products Company ("Doane"), and Windy Hill Pet Food Holdings, Inc. ("WH Holdings"), the corporate parent of Windy Hill Pet Food Company, Inc. ("Windy Hill"), jointly announced today that they have entered into a merger agreement whereby Windy Hill Holdings will become a wholly-owned subsidiary of DPCAC and a sister corporation to Doane. Doane and Windy Hill are both manufacturers of private label pet foods. In the transaction, the shareholders of WH Holdings will receive common stock of DPCAC. Completion of the transaction is subject to certain conditions and approvals, including clearance under the Hart-Scott-Rodino Act. DPCAC's principal investors include Summit Capital Inc., a Houston-based private investment firm, DLJ Merchant Banking Partners, L.P., an affiliate of Dona

Windy Hill Pet Food Co Inc – COMPANY PRESS RELEASE (June 2nd, 1998)

Exhibit 99.1 Thursday May 28, 9:00 pm Eastern Time COMPANY PRESS RELEASE SOURCE: Windy Hill Pet Food Company, Inc. and Doane Products Company, Inc. DOANE/WINDY HILL IN DISCUSSIONS NASHVILLE, Tenn., May 28/PRNewswire/ -- Doane Products Company, Inc. (DPC) of Joplin, Missouri and Windy Hill Pet Food Company, Inc. (Windy Hill) of Nashville, Tennessee jointly announced today that they are engaged in discussions concerning a potential combination of the two companies. DPC and Windy Hill both manufacture custom private label and consumer branded pet foods. SOURCE: Windy Hill Pet Food Company, Inc. and Doane Products Company, Inc.

Windy Hill Pet Food Co Inc – TERMINATION AND DISSOLUTION AGREEMENT (May 12th, 1998)

EXHIBIT 10.1 TERMINATION AND DISSOLUTION AGREEMENT This Agreement, dated as of the 25th day of March, 1998, is entered into by and among FRM/Hubbard Pet Food Venture, a Georgia general partnership (the "VENTURE"),Flint River Mills, Inc., a Georgia corporation ("FLINT RIVER"), and Windy Hill Pet Food Company, Inc., a Minnesota corporation ("WINDY HILL"). W I T N E S S E T H - - - - - - - - - - WHEREAS, the parties have engaged in business as a joint venture known as FRM/Hubbard Pet Food Venture pursuant to the Joint Venture Agreement, dated as of April 7, 1995, between Flint River and Windy Hill (the "JOINT VENTURE AGREEMENT"); and WHEREAS, the parties desire to dissolve and terminate the Venture and the Joint Venture Agreement. NOW, THEREFORE, for good and valuable consideration the sufficiency of which is

Windy Hill Pet Food Co Inc – LEASE (March 27th, 1998)

EXHIBIT 10.48 LEASE ----- THIS LEASE AGREEMENT (hereinafter "Lease"), dated as of August 31, 1997, is made and entered into by and between The Andersons, Inc., an Ohio corporation whose principal place of business is P.O. Box 119,480 W. Dussel Drive, Maumee, Ohio 43537 (hereinafter called "LESSOR") and Windy Hill Pet Food Company, Inc., a Minnesota Corporation formerly known as Hubbard Milling Company, having its principal place of business at Two Maryland Farms, Suite 301, Brentwood, Tennessee 37027-2487 (hereinafter called "LESSEE"). W I T N E S S E T H WHEREAS, LESSOR is desirous of leasing certain real estate to LESSEE, and LESSEE is willing to lease said real estate from LESSOR upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of Premises to be demise

Windy Hill Pet Food Co Inc – AGREEMENT (March 27th, 1998)

EXHIBIT 10.47 AGREEMENT --------- This Agreement dated as of the 31 day of August 1997, is entered into by and between The Andersons, Inc. ("Andersons") a corporation organized under the laws of the state of Ohio, and Windy Hill Pet Food Company, Inc., formerly known as Hubbard Milling Company (for the purpose of this Agreement hereafter referred to as "Hubbard"), a Minnesota corporation. WITNESSETH WHEREAS, the parties have engaged in business as a joint venture, ("Venture") pursuant to a Statement of Understanding dated June, 1, 1984, as amended ("Statement of Understanding"); and WHEREAS, the parties desire to dissolve and terminate the joint venture relationship; and WHEREAS, the parties have agreed upon a program of liquidation and distribution. IT, IS, THEREFORE, agreed as f

Windy Hill Pet Food Co Inc – INDENTURE (June 27th, 1997)

EXECUTION COPY ================================================================================ WINDY HILL PET FOOD COMPANY, INC. 9-3/4% Senior Subordinated Notes due 2007 ========== INDENTURE Dated as of May 21, 1997 ========== WILMINGTON TRUST COMPANY, as Trustee ================================================================================ CROSS-REFERENCE TABLE TIA Indenture Section Section ------- ------- 310(a)(1).................................

Windy Hill Pet Food Co Inc – Schedule to Lease Agreement (June 27th, 1997)

HIGHWOODS PLAZA II 103 POWELL COURT BRENTWOOD, TENNESSEE 37027 Schedule to Lease Agreement The following Schedule comprises an integral part of the Lease Agreement between the Lessor and Lessee hereinafter named, dated May 16, 1997 (hereinafter referred to as the "Lease"). Unless the context otherwise requires, the terms described below shall have the meanings ascribed to them and shall be governed and construed in accordance with the terms of the Lease. Lessor: W. FRED WILLIAMS, TRUSTEE FOR THE BENEFIT OF HIGHWOODS/TENNESSEE HOLDINGS, L.P., whose address is c/o Highwoods/Eakin & Smith, 2100 West End Avenue, Suite 950, Nashville, Tennessee 37203. Lessee: WINDY HILL PET FOOD COMPANY, INC. a Tennessee corporation who

Windy Hill Pet Food Co Inc – REGARDING PET FOOD JOINT VENTURE (June 27th, 1997)

SUPPLEMENT NO. 2 TO STATEMENT OF UNDERSTANDING REGARDING PET FOOD JOINT VENTURE THIS SUPPLEMENT NO. 2 dated as of the 27th day of Nov, 1990, between THE ANDERSONS ("Andersons"), a limited partnership organized under the laws of the State of Ohio, and HUBBARD MILLING COMPANY ("Hubbard"), a Minnesota corporation. RECITALS 1. Pursuant to a Statement of Understanding Regarding Pet Food Joint Venture dated June 1, 1984 (the "Joint Venture Agreement"), Andersons and Hubbard have created a joint venture (the "Venture") for the purpose of engaging in the manufacturing, marketing and production of pet foods at the Feed Mill (as defined in the Joint Venture Agreement). The Joint Venture Agreement was supplement by Supplement No. 1 dated May 31, 1989. 2. Andersons and Hubbard again desire to supplem

Windy Hill Pet Food Co Inc – CREDIT AGREEMENT (June 27th, 1997)

EXECUTION COPY ================================================================================ WINDY HILL PET FOOD ACQUISITION CO. ------------------------------------------------ $85,000,000 CREDIT AGREEMENT dated as of May 21, 1997 ------------------------------------------------ CREDIT SUISSE FIRST BOSTON, as Administrative Agent THE CHASE MANHATTAN BANK, as Documentation Agent ================================================================================ TABLE OF CONTENTS Page SECTION 1. DEFINITIONS.............................................

Windy Hill Pet Food Co Inc – DISTRIBUTION AGREEMENT (June 27th, 1997)

EXECUTION VERSION DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT ("Agreement"), made and entered into this 21st day of May, 1997, by and between Windy Hill Pet Food Company, Inc., a Minnesota corporation ("Windy Hill"), and Feed-Rite (US) Animal Feeds, Inc., a Minnesota corporation ("Feed-Rite"). W I T N E S S E T H: WHEREAS, Windy Hill is comprised of two main divisions, the Pet Food Division ("Pet Division") and the Animal Feed Division ("Feed Division"); and WHEREAS, the Pet Division manufactures certain Pet Products that the Feed Division purchases as a distributor to sell to its customers and the Feed Division manufactures certain Feed Products that are purchased by the Pet Division to sell as a distributor to its customers (collectively, the "sales arrangement"); and WHEREAS, Windy Hill and Feed-Rite

Windy Hill Pet Food Co Inc – REGARDING PET FOOD JOINT VENTURE (June 27th, 1997)

January 28, 1988 STATEMENT OF UNDERSTANDING REGARDING PET FOOD JOINT VENTURE 1. Parties. The parties to this Agreement are Merrick Pet Foods, a division of Hereford Bi-Products, Inc., Highway 60 and FM 2943, Hereford, Texas 79045, a Texas corporation ("Merrick"), and Hubbard Milling Company, P.O. Box 8500, 424 North Riverfront Drive, Mankato, Minnesota 56001, a Minnesota corporation ("Hubbard"). 2. Supplements. This document summarizes the result of discussions between the parties. The parties anticipate that this Agreement may be modified and supplemented in the future. In particular, it is contemplated that the Management Committee, as hereinafter defined, will periodically review and make recommendations to the parties with respect to provisions relating to the amount of reimbursable expenses and the price of products sold. Such changes and additions if mutually acce

Windy Hill Pet Food Co Inc – ACQUISITION NOTE (June 27th, 1997)

ACQUISITION NOTE $3,388,235.30 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of BANKBOSTON, N.A. (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, on the Termination Date the principal amount of (a) THREE MILLION THREE HUNDRED EIGHTY-EIGHT THOUSAND TWO HUNDRED THIRTY-FIVE DOLLARS AND THIRTY CENTS ($3,388,235.30), or, if less, (b) the aggregate unpaid principal amount of all Acquisition Loans made by the Lender to the Borrower pursuant to subsection 3.1 of the Cred

Windy Hill Pet Food Co Inc – LICENSE AGREEMENT (June 27th, 1997)

EXECUTION VERSION LICENSE AGREEMENT AGREEMENT made as of this 21st day of May, 1997 by and between FEED-RITE (US) ANIMAL FEEDS, INC., a Minnesota corporation (the "Licensee"), and WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation ("Licensor"). W I T N E S S E T H: WHEREAS, as of the date hereof, Licensee is purchasing certain assets and properties of Licensor pursuant to that certain Asset Purchase Agreement, dated April 25, 1997, by and among Licensee, Licensor and Windy Hill Pet Food Acquisition Co. (the "Purchase Agreement"); WHEREAS, Licensor also desires to grant to Licensee and Licensee desires to obtain the exclusive right and license to use certain of Licensor's trademarks in connection with the manufacture and sale of livestock animal feed and dietary supplements, subject in all respects to the terms a

Windy Hill Pet Food Co Inc – REGISTRATION RIGHTS AGREEMENT (June 27th, 1997)

EXECUTION COPY REGISTRATION RIGHTS AGREEMENT May 21, 1997 CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION c/o Chase Securities Inc. 270 Park Avenue New York, New York 10017 Dear Sirs: WINDY HILL PET FOODS COMPANY, INC., a Minnesota corporation (the "Company"), proposes to issue and sell to you (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated May 16, 1997 (the "Purchase Agreement"), $120,000,000 principal amount of its 9-3/4% Senior Subordinated Securities due 2007 (the "Securities") which Securities shall be unsecured and will be subordinated to all existing and future Senior Indebtedness of the Company and will be effectively subordinated to all obligations of each subsidiary of the Company as may exist from time to time. Capitalized terms used but not specifically

Windy Hill Pet Food Co Inc – JOINT VENTURE AGREEMENT (June 27th, 1997)

================================================================================ JOINT VENTURE AGREEMENT between J.R. SIMPLOT COMPANY and HUBBARD MILLING COMPANY Dated as of July 28, 1993 ================================================================================ TABLE OF CONTENTS 1. Formation of Joint Venture ........................................... 1 2. Property, Plant, and Equipment ....................................... 1 (a) Initial Property, Plant and Equipment ......................... 1 (b) Additional Property, Plant and Equipment ...................... 2 (c) Ownership of Facility ......................................... 2 3. Trade Secrets ................................................

Windy Hill Pet Food Co Inc – ACQUISITION NOTE (June 27th, 1997)

ACQUISITION NOTE $3,388,235.30 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of NATIONSBANK OF TENNESSEE, N.A. (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, on the Termination Date the principal amount of (a) THREE MILLION THREE HUNDRED EIGHTY-EIGHT THOUSAND TWO HUNDRED THIRTY-FIVE DOLLARS AND THIRTY CENTS ($3,388,235.30), or, if less, (b) the aggregate unpaid principal amount of all Acquisition Loans made by the Lender to the Borrower pursuant to subsection 3.1 of th

Windy Hill Pet Food Co Inc – TERM NOTE (June 27th, 1997)

TERM NOTE $1,505,882.35 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of FIRST SOURCE FINANCIAL LLP, an Illinois registered limited liability company (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, the principal amount of ONE MILLION FIVE HUNDRED FIVE THOUSAND EIGHT HUNDRED EIGHTY-TWO DOLLARS AND THIRTY-FIVE CENTS ($1,505,882.35), or, if less, the unpaid principal amount of the Term Loan made by the Lender pursuant to subsection 2.1 of the Credit Agreement, as herei

Windy Hill Pet Food Co Inc – PURCHASE AGREEMENT (June 27th, 1997)

EXECUTION COPY ================================================================================ 9-3/4% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT dated May 16, 1997 among WINDY HILL PET FOOD ACQUISITION CO., CHASE SECURITIES INC. and CREDIT SUISSE FIRST BOSTON CORPORATION ================================================================================ $120,000,000 9-3/4% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT May 16, 1997 CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION c/o Chase Securities Inc. 270 Park Avenu

Windy Hill Pet Food Co Inc – EMPLOYMENT AGREEMENT (June 27th, 1997)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of April 29, 1996, by and between Windy Hill Pet Food Company, Inc. (the "Company"), a Delaware corporation, and Donald L. Gadd (the "Employee"). W I T N E S S E T H: WHEREAS, the Employee and Windy Hill Pet Food Company, L.L.C., a Delaware limited liability company ("Windy Hill LLC"), are parties to that certain employment agreement dated May 8, 1995 (the "Former Employment Agreement"); WHEREAS, Windy Hill LLC has transferred all of its assets and liabilities to the Company through its parent, Windy Hill Pet Food Holdings, Inc., a Delaware corporation; WHEREAS, from the date hereof, the Company will transact the business formerly transacted by Windy Hill LLC; WHEREAS, the Company desires to employ the Employee on the same terms and conditions as he was employed by Windy Hill LLC; and WHEREAS, th

Windy Hill Pet Food Co Inc – Software License Agreement (June 27th, 1997)

Agri-Data Systems, Inc. 21620 North 19th Avenue Suite A-10 Phoenix, Arizona 85027 Telephone: (602) 582-3888 Fax:(602) 582-2916 -------------------------------------------------------------------------------- Licensee: WINDY HILL PET FOOD COMPANY Effective Date: _______ Address: Two Maryland Farms, Suite 301 Key # ______ (if applicable) Brentwood, Tennessee 37027-2487 Ship to: Same Formulation Software: Contact: Donald L. Gadd Phone: 615-373-7774 Visual LCF Extended, Level III One Plant --------------------------------------------------------------------------------

Windy Hill Pet Food Co Inc – FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. (June 27th, 1997)

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FO

Windy Hill Pet Food Co Inc – TRADEMARK LICENSE AGREEMENT (June 27th, 1997)

TRADEMARK LICENSE AGREEMENT AGREEMENT made this 29th day of April, 1996 between WINDY HILL PET FOOD COMPANY, INC., a Delaware corporation with its place of business at Two Maryland Farms, Suite 301, Brentwood, Tennessee 37037 ("Licensor") and HEINZ PET PRODUCTS COMPANY, a division of Star-Kist Foods Inc., a California corporation with its place of business at One Riverfront Place, Newport, Kentucky 41071 ("Licensee"). WHEREAS, Licensor is the owner of (i) the name, trade name and trademark TUFFY'S which is the subject of certain foreign trademark registrations set forth on Schedule A and (ii) unregistered common law trademarks, trade dress and label designs utilized solely therewith and good will associated therewith (the "Mark"); WHEREAS, Licensor, Licensee and the other Sellers defined therein have entered into that certain Purchase Agreement, dated April 17, 1996, pursuant to which among other things, Licensor agr

Windy Hill Pet Food Co Inc – ACQUISITION NOTE (June 27th, 1997)

ACQUISITION NOTE $3,388,235.30 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, on the Termination Date the principal amount of (a) THREE MILLION THREE HUNDRED EIGHTY-EIGHT THOUSAND TWO HUNDRED THIRTY-FIVE DOLLARS AND THIRTY CENTS ($3,388,235.30), or, if less, (b) the aggregate unpaid principal amount of all Acquisition Loans made by the Lender to the Borrower pursuant to su

Windy Hill Pet Food Co Inc – REGARDING PET FOOD JOINT VENTURE (June 27th, 1997)

SUPPLEMENT NO. 1 TO STATEMENT OF UNDERSTANDING REGARDING PET FOOD JOINT VENTURE THIS SUPPLEMENT NO. 1 dated as of May 31, 1989, between THE ANDERSONS ("Andersons"), a limited partnership organized under the laws of the State of Ohio, and HUBBARD MILLING COMPANY ("Hubbard"), a Minnesota corporation. RECITALS 1. Pursuant to a Statement of Understanding Regarding Pet Food Joint Venture dated June 1, 1984 ( the "Joint Venture Agreement"), Andersons and Hubbard have created a joint venture (the "Venture") for the purpose of engaging in the manufacturing, marketing and production of pet foods at the Feed Mill (as defined in the Joint Venture Agreement). 2. Andersons and Hubbard desire to supplement and amend the Joint Venture Agreement in several respects as herein provided.

Windy Hill Pet Food Co Inc – ACQUISITION NOTE (June 27th, 1997)

ACQUISITION NOTE $3,388,235.30 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of FIRST SOURCE FINANCIAL LLP, an Illinois registered limited liability partnership (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, on the Termination Date the principal amount of (a) THREE MILLION THREE HUNDRED EIGHTY-EIGHT THOUSAND TWO HUNDRED THIRTY-FIVE DOLLARS AND THIRTY CENTS ($3,388,235.30), or, if less, (b) the aggregate unpaid principal amount of all Acquisition Loans made by t

Windy Hill Pet Food Co Inc – MEMORANDUM OF AGREEMENT (June 27th, 1997)

MEMORANDUM OF AGREEMENT This Memorandum of Agreement, dated as of May 21, 1997, sets forth the undertakings and commitments of Windy Hill Pet Food Company, Inc. ("Windy Hill"), Windy Hill Pet Food Acquisition Co. ("Subsidiary") and Feed-Rite (US) Animal Feeds, Inc. ("Feed-Rite") which have been made to facilitate the closing of the transactions contemplated by the Asset Purchase Agreement, dated April 25, 1997, among Windy Hill, Subsidiary and Feed-Rite (the "Agreement"). For good and valuable consideration, Windy Hill and Feed-Rite agree as follows: 1. California Sales Tax. Based on the parties' mutual determinations that the purchase by Feed-Rite of the assets of Windy Hill's Stockton, California animal feed facility (the "Assets") may be exempt from the imposition of California sales tax by reason of the "occasional sale" exemption set forth in the California Sales Tax Act, Feed-Rite and Windy Hill do not intend t

Windy Hill Pet Food Co Inc – Re: Management Services Agreement (June 27th, 1997)

DARTFORD PARTNERSHIP L.L.C. 456 Montgomery Street, Suite 2200 San Francisco, CA 94104 As of May 2, 1997 Windy Hill Pet Food Company, Inc. Two Maryland Farms, Suite 301 Brentwood, TN 37027-2487 Re: Management Services Agreement Gentlemen: This letter sets forth our amended and restated understanding with respect to the engagement by you, Windy Hill Pet Food Company, Inc., a Delaware company (the "Company"), of the undersigned Dartford Partnership L.L.C., a Delaware limited liability company ("Dartford"), to provide management services to the Company. 1. Terms of Agreement and Duties. (a) Engagement. The Company hereby retains Dartford to provide management services to the Company on a non-exclusive basis for a period (the "Term") beginning on the date hereof and ending on the Termination Date (as such term

Windy Hill Pet Food Co Inc – TRADEMARK LICENSE AND OPTION AGREEMENT (June 27th, 1997)

EXECUTION - 2 TRADEMARK LICENSE AND OPTION AGREEMENT AGREEMENT made this 29th day of April, 1996 by and among WINDY HILL PET FOOD COMPANY, INC., a Delaware corporation with its principal place of business at Two Maryland Farms, Suite 301, Brentwood, Tennessee 37037 ("Licensee") and PROMARK INTERNATIONAL INC., an Idaho corporation with its principal place of business at 877 W. Main Street, Suite 510, Boise, Idaho 83702 ("Licensor"). WHEREAS, Licensor is the owner of (i) the name, trade name and trademark KOZY KITTEN, which is registered as a trademark on the principal register of the U.S. Patent and Trademark Office under Registration No.730,530 for cat food, and (ii) unregistered common law trademarks, trade dress and label designs utilized solely therewith and good will associated therewith (the "Mark"); and WHEREAS, by agreement dated the 20th of June, 1995,

Windy Hill Pet Food Co Inc – TERM NOTE (June 27th, 1997)

TERM NOTE $1,505,882.35 New York, New York May 21, 1997 FOR VALUE RECEIVED, the undersigned, WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation and successor by merger to Windy Hill Pet Food Acquisition Co. (the "Borrower"), hereby unconditionally promises to pay to the order of SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION (the "Lender") at the office of Credit Suisse First Boston, located at 11 Madison Avenue, New York, New York 10010, in lawful money of the United States of America and in immediately available funds, the principal amount of ONE MILLION FIVE HUNDRED FIVE THOUSAND EIGHT HUNDRED EIGHTY-EIGHT DOLLARS AND THIRTY-FIVE CENTS ($1,505,882.35), or, if less, the unpaid principal amount of the Term Loan made by the Lender pursuant to subsection 2.1 of the Credit Agreement, as hereinafter defined. Th

Windy Hill Pet Food Co Inc – REGARDING PET FOOD JOINT VENTURE (June 27th, 1997)

SUPPLEMENT No. 4 TO STATEMENT OF UNDERSTANDING REGARDING PET FOOD JOINT VENTURE THIS SUPPLEMENT NO. 4 dated as of the 9th day of November, 1994, between THE ANDERSONS ("Andersons"), a limited partnership organized under the laws of the State of Ohio, and HUBBARD MILLING COMPANY ("Hubbard"), a Minnesota corporation. RECITALS 1. Pursuant to a Statement of Understanding Regarding Pet Food Joint Venture dated June 1, 1984 (the "Joint Venture Agreement"), Andersons and Hubbard have created a joint venture (the "Venture") for the purpose of engaging in the manufacturing, marketing and production of pet foods at the Feed Mill (as defined in the Joint Venture Agreement). The Joint Venture Agreement was supplement by Supplement No. 1 dated May 31, 1989, Supplement No. 2 dated November 27, 1990, and Supplement No. 3 dated

Windy Hill Pet Food Co Inc – EMPLOYEE BENEFITS AGREEMENT (June 27th, 1997)

EMPLOYEE BENEFITS AGREEMENT THIS AGREEMENT, made this 21st day of May, 1997 by and between WINDY HILL PET FOOD COMPANY, INC., a Minnesota corporation, formerly known as Hubbard Milling Company ("Windy Hill"), and FEED-RITE (US) ANIMAL FEEDS, INC., a Minnesota corporation ("Feed-Rite"), WITNESSETH: WHEREAS, Feed-Rite is acquiring from Windy Hill all of the assets relating exclusively to the animal feeds business of Windy Hill under an Asset Purchase Agreement dated April 25, 1997 (capitalized terms in this Agreement shall have the same meaning given to such terms in the Asset Purchase Agreement); WHEREAS, certain employees previously employed by Hubbard Milling Company will be employed immediately after the acquisition by Feed-Rite (the "Transferred Employees"), NOW, THEREFORE, for the purpose of clarifying such Asset Purchase Agreement, the parties hereto agree that, with respect to the Salaried Pension Plan and the Hourly

Windy Hill Pet Food Co Inc – LICENSE AGREEMENT (June 27th, 1997)

LICENSE AGREEMENT THIS AGREEMENT, made and entered into this 29th day of April, 1996, by and between Perk Foods Co., Incorporated ("PERK FOODS") a corporation organized and existing under the laws of Delaware, having its principal place of business at One Riverfront Center, Newport, KY, 41701 (hereinafter Perk Foods is referred to as "LICENSOR"), and Windy Hill Pet Food Company, Inc., a corporation organized and existing under the laws of Delaware having its principal place of business at Two Maryland Farms, Suite 301, Brentwood, Tennessee 37037 (hereinafter referred to as "LICENSEE"). WITNESSETH: WHEREAS, PERK FOODS is the owner of certain rights, title and interest in registered trademark VETS', Registration No.893,811, in the United States Patent & Trademark Office and to trade dress, label designs and good will associated therewith and attached hereto as Exhibit A excluding the terms "Heinz P

Windy Hill Pet Food Co Inc – GUARANTY AGREEMENT (June 27th, 1997)

GUARANTY AGREEMENT Guaranty Agreement (the "Agreement") dated April 25, 1997, among Feed-Rite Ltd., a Manitoba corporation (the "Guarantor"), Windy Hill Pet Food Acquisition Co., a Minnesota corporation (the "Seller") and Windy Hill Pet Food Company, Inc. a Delaware corporation ("Windy Hill"). W I T N E S S E T H: WHEREAS, Feed-Rite (US) Animal Feeds, Inc., a Minnesota corporation and wholly-owned indirect subsidiary of the Guarantor (the "Purchaser"), the Seller and Windy Hill are contemporaneously with the execution and delivery of this Agreement entering into an Asset Purchase Agreement (the "Purchase Agreement") pursuant to which the Seller has agreed to sell and the Purchaser has agreed to purchase, subject to the terms and conditions of the Asset Purchase Agreement, the Business and the Transferred Assets, as defined therein; and WHEREAS, the Guarantor has agreed to g

Windy Hill Pet Food Co Inc – JOINT VENTURE AGREEMENT (June 27th, 1997)

-------------------------------------------------------------------------------- JOINT VENTURE AGREEMENT between FLINT RIVER MILLS, INC. and HUBBARD MILLING COMPANY Dated as of April 7, 1995 -------------------------------------------------------------------------------- TABLE OF CONTENTS 1. Formation of Joint Venture ............................................ 1 2. Property Plant and Equipment, Receivables, Inventories ................ 1 a. Initial Property, Plant and Equipment ............................ 1 b. Initial Inventory and Receivables ................................ 1 c. Capital Additions to the Facility ...........................

Windy Hill Pet Food Co Inc – EMPLOYMENT AGREEMENT (June 27th, 1997)

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of April 29, 1996, by and between Windy Hill Pet Food Company, Inc. (the "Company"), a Delaware corporation, and Vaughn R. Oakley (the "Employee"). W I T N E S S E T H: WHEREAS, the Employee and Windy Hill Pet Food Company, L.L.C., a Delaware limited liability company ("Windy Hill LLC"), are parties to that certain employment agreement dated May 8, 1995 (the "Former Employment Agreement"); WHEREAS, Windy Hill LLC has transferred all of its assets and liabilities to the Company through its parent, Windy Hill Pet Food Holdings, Inc., a Delaware corporation; WHEREAS, from the date hereof, the Company will transact the business formerly transacted by Windy Hill LLC; WHEREAS, the Company desires to employ the Employee on the same terms and conditions as he was employed by Windy Hill LLC; and WHEREAS,