Exhibit 3.43
CREDITOR'S AGREEMENT
The Montana Department of Commerce (DOC), through its Community Development
Block Grant/Economic Development Administration (CDBG/EDA) loan, is currently a
significant creditor of Centennial Foods, Inc. (CFI). DOC understands that CFI
has an asset purchase offer from Food Extrusion, Inc. (FEI) to purchase the
physical assets of CFi. The purchase offer from FEI to CFI anticipates a two
year time frame to complete the transaction and the provision of funds to
distribute among CFI creditors.
To enable CFI to complete the Asset Purchase Agreement with FEI as described
above, DOC agrees to:
1. Waive all debt service and interest payments until the buy-out
transaction occurs between CFI and FEI.
2. Accept a loan buy-down of $368,999 to satisfy its current note and lien
position. Upon delivery of the $368,999, DOC will release all security
positions to CFI so that CFI can convey clear title to its assets to
FEI.
DOC's obligations under this Creditor's Agreement are contingent upon the
following:
1. The buy-out transaction must occur and the loan buy-down payment of
$368,999 must be made to DOC on or before November 30, 1998.
2. CFI's other creditors including: Beaverhead County, Xxx Xxxxx, the
Montana Department of Environmental Quality, Seafirst Bank, holders of
Convertible Note, Xxxxxxxxxx/Xxxxx, Rural Electrification
Administration (REA), and Idaho Forest Industries (IFI) all agree in
writing to accept the distribution of assets from CFI shown under the
"Proposed Amount" column of Exhibit A of this Agreement in full
satisfaction of their creditors' claims against CFI. By this reference
Exhibit A is made a part of this Agreement.
Agreed this 11th day of October, 1996.
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/s/ Xxx Xxxx
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Xxx Xxxx, Director
Montana Department of Commerce
EXHIBIT A
PROPOSED DISTRIBUTION OF FEI STOCK
Sell 250,000 Shares @ $10.00 Per Share
$2,500,000
Original Proposed % of
Creditors Debt Interest Principal Total Balance Amount Original
------------------------ ----------- -------- --------- ---------- ---------- ----------- ----
Beaverhead Property Tax* $65,000 $0 $0 $65,000 $65,000 $65,000 100%
Xxx Xxxxx* $500,000 $0 $0 $0 $500,000 $100,000 20%
MT DEQ $214,880 $66,317 $117,677 $183,994 $97,225 $30,886 100%
Seafirst Note* $1,184,000 $402,584 $265,307 $687,891 $918,693 $516,109 100%
CDBG/EDA $780,000 $222,768 $188,233 $411,001 $604,081 $368,999 100%
Convertible Note* $160,000 $0 $0 $0 $160,000 $160,000 100%
Xxxxxxxxxx/Xxxxx* $68,000 $28,742 $32,972 $61,714 $35,028 $6,286 100%
REA* $50,000 $0 $23,611 $23,611 $26,389 $26,389 100%
IFI* $30,000 $0 $0 $0 $30,000 $30,000 100%
----------- -------- --------- ---------- ---------- ----------- ----
$3,051,880 $720,411 $627,800 $1,413,211 $2,436,416 $1,303,669
Equity Holders $2,084,964 $0 $0 $0 $2,084,964 $1,196,331 57%
----------- -------- --------- ---------- ---------- ----------- ----
Total All $5,136,844 $720,411 $627,800 $1,413,211 $4,521,380 $2,500,000 49%
* Tentative Agreement
