INDENTUREIndenture • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
MERGER AGREEMENTMerger Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
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
amongPurchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
JOINT VENTURE AGREEMENTJoint Venture Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Georgia
GUARANTY AGREEMENTGuaranty Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
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
WITNESSETHMerger Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
LICENSE AGREEMENTLicense Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Kentucky
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,...Trademark License Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
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
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
WITNESSETH:Asset Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
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,...Merger Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
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").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
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...Credit Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
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
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...Acquisition Note • June 27th, 1997 • Windy Hill Pet Food Co Inc
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
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...Lease Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Tennessee
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"),
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...Management Services Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • 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
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...Joint Venture Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • 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...Statement of Understanding • June 27th, 1997 • Windy Hill Pet Food Co Inc • Ohio
NATIONSBANK OF TENNESSEE, N.A. One NationsBank Plaza TN1-100-02-19 Nashville, TN 37239-1697Credit Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
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;...State of Understanding Regarding Pet Food Venture • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
