XXXXX XXXX PET FOOD COMPANY, INC.
(f/k/a Xxxxxxx Milling Company)
WHPF INC.
(f/k/a Xxxxx Xxxx Pet Food Company, Inc.)
May 21, 1997
Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
Gentlemen:
Reference is made to the April 29, 1996 letter agreement (the
"Letter Agreement") between Bruckmann, Xxxxxx, Xxxxxxxx & Co., Inc. and WHPF
Inc. (f/k/a Xxxxx Xxxx Pet Food Company, Inc.) ("WHPF").
In connection with the acquisition of Xxxxx Xxxx Pet Food Company,
Inc. (f/k/a Xxxxxxx Milling Company) (the "Company") by WHPF pursuant to a
Merger Agreement, dated March 21, 1997, and the contribution to the Company of
all of the assets of WHPF (the "Contribution"), this will evidence our agreement
that (x) the Letter Agreement is hereby assigned to the Company, (y) the
obligations of WHPF thereunder are hereby assumed by the Company, which
assumption shall not relieve WHPF of its obligations under the Letter Agreement,
and (z) that the Contribution does not constitute a sale of all or substantially
all of the assets of WHPF for purposes of the Letter Agreement.
WHPF, INC.
By /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: President
XXXXX XXXX PET FOOD COMPANY,
INC.
By /s/ Xxx Xxxxx
--------------------------------------
Name: Xxx Xxxxx
Title: Executive Vice President
Accepted and agreed to:
BRUCKMANN, XXXXXX, XXXXXXXX & CO., INC.
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name:
Title:
- 2 -
XXXXX XXXX PET FOOD COMPANY,
INC.
By /s/ Xxx Xxxxx
--------------------------------------
Name: Xxx Xxxxx
Title: Executive Vice President
Accepted and agreed to:
BRUCKMANN, XXXXXX, XXXXXXXX & CO., INC.
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name:
Title:
- 2 -
