CONSENT AND RELEASE
May 19, 1997
Xxxxx Xxxx Pet Food Holdings, Inc.
Two Maryland Farms
Suite 000
Xxxxxxxxx, Xxxxxxxxx 00000
Xxxxx Xxxx Pet Food Company, Inc.
Two Maryland Farms
Suite 000
Xxxxxxxxx, Xxxxxxxxx 00000
Re: Credit Agreement (the "Credit Agreement"), dated as of April
29, 1996, by and among Xxxxx Xxxx Pet Food Holdings, Inc.
("Holdings"), Xxxxx Xxxx Pet Food Company, Inc. (the
"Borrower"), and their subsidiaries (collectively with
Holdings and the Borrower, the "Credit Parties"),
NationsBank of Tennessee, N.A. as Administrative Agent for
the lenders party thereto (the "Administrative Agent") and
PNC Bank, National Association as documentation agent for
the lenders party thereto (the "Lenders") and the Lenders
Ladies and Gentlemen:
We, the undersigned, being the Administrative Agent and all the Lenders
under the Credit Agreement, understand that on Wednesday, May 21, 1997 or soon
thereafter, the Borrower will consummate the following transaction (the
"Transaction"):
Xxxxx Xxxx Pet Food Acquisition Co., a Minnesota corporation and
newly-formed, wholly-owned subsidiary of the Borrower ("Acquisition Co."), will
acquire and be merged with and into Xxxxxxx Milling Corporation, a Minnesota
corporation ("Xxxxxxx"), and the Borrower will purchase all of the capital stock
of Armour Corporation, a holding company, which owns 5% of the capital stock of
Xxxxxxx. Concurrently therewith, Xxxxxxx, the surviving corporation in the
merger, will be renamed Xxxxx Xxxx Pet Food Company, Inc., and the Borrower will
transfer to such corporation all of its operating assets and liabilities,
including all amounts owing to the Administrative Agent and the Lenders (the
"Loans") under the Credit Agreement and the Collateral Documents (as defined in
the Credit Agreement; and the Collateral Documents, together with the Credit
Agreement, as any may have been amended, modified or supplemented, the "Loan
Documents"). Immediately upon consummation of the foregoing, the Loans shall be
paid off in full (the "Repayment") and the Loan Documents shall be terminated
(the "Termination").
The Administrative Agent and each of the Lenders hereby:
1. consent to the Transaction and agree that the Transaction shall not
constitute an Event of Default under the Loan Documents;
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 2
2. consent to the assignment of any mortgages or deeds of trust or similar
real property instruments previously executed and delivered to the
Administrative Agent by the Credit Parties, as requested by any Credit Party,
and agree to cooperate with such Credit Party and its representatives to ensure
that such assignments are effected at the time the Transaction is consummated;
and
3. subject to the immediately foregoing paragraph, agree to release,
discharge and acquit each Credit Party (including Acquisition Co. and the Xxxxx
Xxxx Pet Food Company, Inc., survivor to the merger), from all of their
obligations under the Loan Documents (other than those obligations and
liabilities of the Borrower or Holdings which are stated to survive the
termination of the Loan Documents, as set forth in the Loan Documents), and to
terminate the Loan Documents.
The effectiveness of the foregoing consents and agreements, and of any
termination statements or other similar release instruments delivered by the
Administrative Agent hereunder or otherwise, are subject to and conditioned upon
the receipt by the Administrative Agent of the Repayment immediately upon the
consummation of the Transaction.
This Agreement shall be covered by the indemnification provisions in
section 10.7 of the Credit Agreement.
This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original hereof (including signatures transmitted by
facsimile machine) and submissible into evidence and all of which together shall
be deemed to be a single instrument.
Very truly yours,
NATIONSBANK OF TENNESSEE, N.A.
as Administrative Agent and a
Lender
/s/ B.E. Xxxxxxx
-----------------------------
By: B.E. Xxxxxxx
Title: Vice President
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. XXXXX
-----------------------------
By:
Title:
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxx
Title: Vice President
FIRST SOURCE FINANCIAL LLP
/s/ Xxxxx X. Xxxxxx
-----------------------------
By: Xxxxx X. Xxxxxx
Title: Vice President
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. XXXXX
-----------------------------
By:
Title:
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
/s/ Xxxxxxxx X. Xxxxxx
-----------------------------
By: Xxxxxxxx X. Xxxxxx
Title: Vice President
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. XXXXX
-----------------------------
By:
Title:
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
/s/ Xxxxxx X. Xxxxx
-----------------------------
By: Xxxxxx X. Xxxxx
Title: Vice President
THE BOATMEN'S NATIONAL BANK
OF ST. XXXXX
-----------------------------
By:
Title:
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. XXXXX
/s/ Xxxxx X. Xxxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxxx
Title: Vice President
Xxxxx Xxxx Pet Food Holdings, Inc
Xxxxx Xxxx Pet Food Company, Inc.
May 19, 1997
page 4
ACKNOWLEDGED AND AGREED:
XXXXX XXXX PET FOOD HOLDINGS, INC.,
a Delaware corporation
By: /s/ Xxx Xxxxx
--------------------------------
Title: Executive Vice President
XXXXX XXXX PET FOOD COMPANY, INC.,
a Delaware corporation
By: /s/ Xxx Xxxxx
--------------------------------
Title: Executive Vice President
