0000912057-97-022279 Sample Contracts

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

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AMONG
Asset Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
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 AGREEMENT
Merger Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
GUARANTY AGREEMENT
Guaranty Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
LICENSE AGREEMENT
License Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Kentucky
JOINT VENTURE AGREEMENT
Joint Venture Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Georgia
among
Windy Hill Pet Food Co Inc • June 27th, 1997 • New York
WITNESSETH:
Asset Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
TERM NOTE
Term 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

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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"),

INDENTURE
Management Services Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • New York
DISBURSING AGREEMENT
Disbursing Agreement • June 27th, 1997 • Windy Hill Pet Food Co Inc • Minnesota
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

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

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").

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