AMONGAsset Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
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)...Memorandum of Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
EXHIBIT 2.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 1998 • Windy Hill Pet Food Co Inc • Grain mill products • Pennsylvania
WINDY HILL PET FOOD COMPANY, INC.Windy Hill Pet Food Co Inc • June 27th, 1997
This Note (a) is one of the Acquisition Loan Notes referred to in the Credit Agreement dated as of May 21, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Windy Hill Pet Food Acquisition Co., the Lender, the other banks and financial institutions from time to time parties thereto, Credit Suisse First Boston, as administrative agent and The Chase Manhattan Bank, as documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the
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...Windy Hill Pet Food Co Inc • June 27th, 1997
This Note (a) is one of the Acquisition Loan Notes referred to in the Credit Agreement dated as of May 21, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Windy Hill Pet Food Acquisition Co., the Lender, the other banks and financial institutions from time to time parties thereto, Credit Suisse First Boston, as administrative agent and The Chase Manhattan Bank, as documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the
MERGER AGREEMENTMerger Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
amongWindy Hill Pet Food Co Inc • June 27th, 1997 • New York
GUARANTY AGREEMENTGuaranty Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
LICENSE AGREEMENTLicense Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Kentucky
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 Robert V. Dale (the "Employee"). W I T N E S S E T H: WHEREAS, the Employee and Windy...Employment Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Tennessee
JOINT VENTURE AGREEMENTJoint Venture Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Georgia
TRANSITION SERVICES AGREEMENT 1. Transition Services. During the term of this Agreement as set forth in Section 2 below (the "Transition Period"), Heinz Pet Products Company, a division of Star-Kist Foods, Inc. ("Heinz Pet Products") and H.J. Heinz...Transition Services Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Kentucky
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...Trademark License Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
WITNESSETH:Asset Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
May 19, 1997 Windy Hill Pet Food Holdings, Inc. Two Maryland Farms Suite 301 Brentwood, Tennessee 37027 Windy Hill Pet Food Company, Inc. Two Maryland Farms Suite 301 Brentwood, Tennessee 37027 Re: Credit Agreement (the "Credit Agreement"), dated as...Consent And • June 27th, 1997 • Windy Hill Pet Food Co Inc
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
TERM NOTETerm Note • June 27th, 1997 • Windy Hill Pet Food Co Inc
This Note (a) is one of the Term Notes referred to in the Credit Agreement dated as of May 21, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Windy Hill Pet Food Acquisition Co., the Lender, the other banks and financial institutions from time to time parties thereto, Credit Suisse First Boston, as administrative agent, and The Chase Manhattan Bank, as Documentation Agent (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this N
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...Windy Hill Pet Food Co Inc • June 27th, 1997 • Tennessee
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,...License and Option Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
EASTPARK AT MARYLAND FARMS One, Two & Three Maryland Farms Brentwood, Tennessee 37027 Schedule to Lease AgreementLease Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Tennessee
STATE OF UNDERSTANDING REGARDING PET FOOD VENTURE 1. Parties. The parties to this Agreement are Phelps Industries, Inc., a Massachusetts corporation ("Phelps"), and Hubbard Milling Company, a Minnesota corporation ("Hubbard"). 2. Entire Agreement;...Windy Hill Pet Food Co Inc • June 27th, 1997 • Minnesota
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...Windy Hill Pet Food Co Inc • June 27th, 1997 • New York
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...Registration Rights Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
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...Employee Benefits Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
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"),
INDENTUREManagement Services Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
May 21, 1997 Bruckmann, Rosser, Sherrill & Co., Inc. 126 East 56th Street New York, NY 10022 Attention: Mr. Stephen C. Sherrill Gentlemen: Reference is made to the April 29, 1996 letter agreement (the "Letter Agreement") between Bruckmann, Rosser,...Windy Hill Pet Food Co Inc • June 27th, 1997
Reference is made to the April 29, 1996 letter agreement (the "Letter Agreement") between Bruckmann, Rosser, Sherrill & Co., Inc. and WHPF Inc. (f/k/a Windy Hill Pet Food Company, Inc.) ("WHPF").
EXHIBIT 10.48 LEASE -----Lease Agreement • March 27th, 1998 • Windy Hill Pet Food Co Inc • Grain mill products • Ohio
NATIONSBANK OF TENNESSEE, N.A. One NationsBank Plaza TN1-100-02-19 Nashville, TN 37239-1697Windy Hill Pet Food Co Inc • 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...Windy Hill Pet Food Co Inc • June 27th, 1997 • Texas
DISBURSING AGREEMENTDisbursing Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
TRANSITION STORAGE AND HANDLING AGREEMENT This Transition Storage and Handling Agreement (this "Agreement") is made and entered into as of April 29, 1996 by and between HEINZ PET PRODUCTS COMPANY, a Division of Star-Kist Foods Inc., a California...Transition Storage and Handling Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Kentucky
STATEMENT OF UNDERSTANDING REGARDING PET FOOD JOINT VENTURE 1. Parties. The parties to this Agreement are The Andersons, 1200 Dussel Drive, Maumee, Ohio 43537, a limited partnership organized under the laws of the State of Ohio, and Hubbard Milling...General And • June 27th, 1997 • Windy Hill Pet Food Co Inc • Ohio
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...Windy Hill Pet Food Co Inc • June 27th, 1997
This Note (a) is one of the Acquisition Loan Notes referred to in the Credit Agreement dated as of May 21, 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Windy Hill Pet Food Acquisition Co., the Lender, the other banks and financial institutions from time to time parties thereto, Credit Suisse First Boston, as administrative agent and The Chase Manhattan Bank, as documentation agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the
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,...47 Agreement • March 27th, 1998 • Windy Hill Pet Food Co Inc • Grain mill products
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...Termination and Dissolution Agreement • May 12th, 1998 • Windy Hill Pet Food Co Inc • Grain mill products
