Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 138 825K
Business-Combination Transaction
2: EX-2.1 Exhibit 2.1 Merger Agreement 102 369K
3: EX-2.2 Exhibit 2.2 Amendment to Merger Agreement 5 28K
4: EX-2.3 Exhibit 2.3 Articles of Merger 4 24K
5: EX-2.4 Exhibit 2.4 Stock Purchase Agreement 4/22/97 30 119K
6: EX-2.6 Exhibit 2.6 Asset Purchase Agreement 4/25/97 124 395K
7: EX-2.7 Exhibit 2.7 Asset Purchase Agreement 4/17/96 67 222K
8: EX-2.8 Amendment to Asset Purchase Agreement 4/26/96 9 37K
9: EX-3.1 Certificate of Amended and Restated of Inc. 4 23K
10: EX-3.2 Exhibit 3.2 By-Laws 4 25K
11: EX-4.1 Exhibit 4.1 Indenture 105 465K
12: EX-4.3 Exchange and Registration Rights Agreement 19 85K
13: EX-4.4 Exhibit 4.4 Global Note 14 61K
14: EX-10.1 Exhibit 10.1 Distribution Agreement 18 62K
23: EX-10.10 Exhibit 10.10 Term Note (5/21/97)(First Source Fin 4 26K
24: EX-10.11 Exhibit 10.11 Term Note (5/21/97) Nationsbank 4 26K
25: EX-10.12 Exhibit 10.12 Acquisition Note(Bankboston) 4 27K
26: EX-10.13 Exhibit 10.13 Acquisition Note (First Source Fin) 4 27K
27: EX-10.14 Exhibit 10.14 Acquisition Note (Southtrust) 4 27K
28: EX-10.15 Exhibit 10.15 Acquisition Note(Nationsbank) 4 27K
29: EX-10.16 Exhibit 10.16 Credit Agreement 250 877K
30: EX-10.17 Exhibit 10.17 Guarantee and Collateral Agreement 59 225K
31: EX-10.18 Exhibit 10.18 Consent and Release of Lenders 9 31K
32: EX-10.19 Exhibit 10.19 Consent and Release of Pnc 5 30K
15: EX-10.2 Exhibit 10.2 License Agreement 11 46K
33: EX-10.20 Exhibit 10.20 Statement of Understanding 23 76K
34: EX-10.21 Supp #1 to Statement of Understanding 5/31/89 3 21K
35: EX-10.22 Supp #2 to Statement of Understanding 11/27/90 2 21K
36: EX-10.23 Supp #3 to Statement of Understanding 11/18/92 2 21K
37: EX-10.24 Supp #4 to Statement of Understanding 11/9/94 2 21K
38: EX-10.25 Supp #5 to Statement of Understanding 1/16/97 2 21K
39: EX-10.26 Statement of Understanding 1/28/88 Merrick 12 55K
40: EX-10.27 Joint Venture Agreement (Mfa) 24 67K
41: EX-10.28 Joint Venture Agreement (J.R. Simplot) 31 112K
42: EX-10.29 Joint Venture Agreement (Flint River) 20 86K
16: EX-10.3 Exhibit 10.3 Guaranty Agreement 6 31K
43: EX-10.30 Statement of Understanding (8/10/93) (Phelps) 22 69K
44: EX-10.31 Purchase Agreement (5/16/97) 29 129K
45: EX-10.32 Trademark License and Option Agreement 27 93K
46: EX-10.33 Trademark License Agreement 11 46K
47: EX-10.34 License Agreement 12 50K
48: EX-10.35 Transition Storage and Handling Agreement 9 38K
49: EX-10.36 Transition Services Agreement 13 52K
50: EX-10.37 Lease Agreement (W. Fred Williams) 24 102K
51: EX-10.38 Lease Agreement (Eastpark) 24 101K
52: EX-10.39 Software License Agreement 4 24K
17: EX-10.4 Exhibit 10.4 Memorandum of Agreement 7 44K
53: EX-10.40 Employment (Dale) 8 45K
54: EX-10.41 Employment Agreement (Gadd) 8 45K
55: EX-10.42 Employment Agreement (Cowan) 8 45K
56: EX-10.43 Employment Agreement (Oakley) 8 45K
57: EX-10.44 Amended and Restated Management Services Agreement 5 32K
58: EX-10.45 Agreement (Windy & Bruckmann) 3 21K
59: EX-10.46 Exhibit 10.46 (Whpf, Windy & Bruckman) Agreement 3 20K
18: EX-10.5 Exhibit 10.5 Assignment of Trademarks 11 47K
19: EX-10.6 Exhibit 10.6 Employee Benefits Agreements 1 17K
20: EX-10.7 Exhibit 10.7 Disbursing Agreement 21 79K
21: EX-10.8 Exhibit 10.8 Term Note (5/21/97) (Bankboston) 4 26K
22: EX-10.9 Exhibit 10.9 Term Note (5/21/97) (Southtrust) 4 27K
60: EX-12.1 Statement of Computation of Ratios 1 17K
61: EX-25.1 Statement of Eligibility on Form T-1 30 103K
62: EX-99.1 Form of Exchange Agent Agreement 14 55K
63: EX-99.2 Form of Letter of Transmittal 8 41K
64: EX-99.3 Form of Notice of Guarantee Delivery 3 22K
EX-10.19 — Exhibit 10.19 Consent and Release of Pnc
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NATIONSBANK OF TENNESSEE, N.A.
One NationsBank Plaza
TN1-100-02-19
Nashville, TN 37239-1697
May 20, 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 of April 29, 1996, by and among
Windy Hill Pet Food Holdings, Inc.
("Holdings"), Windy Hill 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 understand that, on Wednesday, May 21, 1997 or soon thereafter,
the Borrower will consummate the following transaction (the "Transaction"):
Windy Hill 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 Hubbard Milling Corporation, a Minnesota corporation
("Hubbard"), and the Borrower will purchase all of the capital stock of Armour
Corporation, a holding company, which owns 5% of the capital stock of Hubbard.
Concurrently therewith, Hubbard, the surviving corporation in the merger, will
be renamed Windy Hill Pet Food Company, Inc. ("Windy Hill"), and the Borrower
will transfer to such corporation all of its operating assets and liabilities,
including all amounts owing to the Lenders under the Credit Agreement
(collectively, the "Loans"). Immediately upon consummation of the Transaction,
the Loans shall be paid off in full (the "Repayment") and the Credit Agreement
shall be terminated (the "Termination").
Windy Hill Pet Food Holdings, Inc.
Windy Hill Pet Food Company, Inc.
May 20, 1997
page 2
Pursuant to the letter agreement dated May 19, 1997 by and between
the Borrower, Holdings, the Administrative Agent and the Lenders (the "Consent
and Release Agreement"), the Administrative Agent and the Lenders have given
certain consents and made certain agreements subject to and conditioned upon
receiving the Repayment.
1. Account Stated. Administrative Agent confirms that, as of May 21,
1997, prior to any payments being made pursuant to this Agreement, there will be
an aggregate of $43,214,384.56 owing and outstanding under the Credit Agreement
and the Collateral Documents (as defined therein; the Collateral Documents,
together with the Credit Agreement, the "Loan Documents"), whether as principal,
interest, expenses, fees, increased costs, taxes, indemnities, penalties or
otherwise.
2. Termination and Releases.
(a) Subject to the terms and conditions contained herein, the
Administrative Agent hereby releases, discharges and acquits each Credit Party
(including but not limited to Acquisition Co. and Windy Hill) from its
obligations under the Loan Documents, all of which are hereby terminated,
canceled and of no further force and effect (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).
(b) Except for assignments of mortgages made pursuant to the Consent
and Release Agreement, the Administrative Agent hereby terminates and releases
any and all security interests in, liens upon, rights of setoff against and
pledges of, and hereby reassigns to the Credit Parties, all properties and
assets of the Credit Parties heretofore granted, pledged or assigned to, or
otherwise claimed by the Administrative Agent or any Lender, whether personal,
real or mixed, tangible or intangible, pursuant to the Collateral Documents.
(c) The Credit Parties, for and in consideration of the release
above, hereby terminate the Loan Documents and release, discharge and acquit the
Administrative Agent and the Lenders from any of their respective obligations
thereunder (other than those obligations to release and return the Collateral
which are stated to survive the termination of the Loan Documents, as set forth
in the Loan Documents).
Windy Hill Pet Food Holdings, Inc.
Windy Hill Pet Food Company, Inc.
May 20, 1997
page 3
3. Reimbursement for Returned Items. Notwithstanding anything to the
contrary contained in Section 1 above, the Borrower agrees to reimburse
Administrative Agent and the Lenders for any loss arising from non-payment or
dishonor of any checks or other customer remittance items which have been
credited by Administrative Agent or any Lender to the account of the Borrower
with the Administrative Agent or any such Lender, together with any reasonable
expenses or other reasonable and customary charges incident thereto.
4. Delivery of Documents. Without limiting any provision which
survives the Loan Documents, the Administrative Agent, upon request, agrees to
deliver to the Credit Parties, at the expense of the Credit Parties, upon
satisfaction of the conditions set forth in Section 5 hereof, the originals of:
(a) all promissory notes returned to the Administrative Agent by the
Lenders which were previously executed and delivered to the Administrative Agent
and such Lenders by the Credit Parties, duly marked "paid in full" or
"cancelled" as may be appropriate;
(b) Uniform Commercial Code releases and/or terminations prepared by
the Borrower or its legal counsel in form acceptable for recording covering all
financing statements which have been filed by Administrative Agent or on its
behalf against the Credit Parties;
(c) trademark and patent releases and reassignments, prepared by the
Borrower or its legal counsel, if any, releasing and reassigning to the Credit
Parties (or persons specified by any Credit Party) all trademarks, patents and
related assets heretofore assigned by the Credit Parties to the Administrative
Agent pursuant to the Loan Documents;
(d) Stock Certificate No. 1 evidencing 100 shares of common stock of
Windy Hill Pet Food Company, Inc. and the stock power related thereto, or in
lieu thereof a certificate of loss and indemnity; and
(e) any discharges, satisfactions or assignments, prepared by the
Borrower or its legal counsel, as requested by a Credit Party, and of any
mortgages or deeds of trust or similar real property instruments previously
executed and delivered to Administrative Agent by the Credit Parties.
Windy Hill Pet Food Holdings, Inc.
Windy Hill Pet Food Company, Inc.
May 20, 1997
page 4
5. Conditions Precedent. The effectiveness of this Agreement, and of
any termination statements or other similar release instruments delivered by the
Administrative Agent hereunder, are subject to and conditioned upon the receipt
by the Administrative Agent of the following:
(a) payment of the amount set forth in numbered paragraph 1 hereof,
sent by Federal Wire transfer to the bank account of the Administrative Agent
pursuant to the instructions indicated below for such purpose;
(b) payment of legal fees and disbursements in the amount of
$3,200.00 to Moore & Van Allen, PLLC; and
(c) an original of this Agreement duly executed by the parties
hereto.
6. Counterparts. 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.
Windy Hill Pet Food Holdings, Inc.
Windy Hill Pet Food Company, Inc.
May 20, 1997
page 5
Account number and wire instructions referred to in Section 5(a) and 5(b) for
payment:
Nationsbank of Tennessee, N.A.
One NationsBank Plaza
Nashville, TN 37239-1697
ABA# 064-000-020
Attn.: Corporate Credit Support
Reference: Windy Hill Pet Food
Account # 136621-0083
Very truly yours,
NATIONSBANK OF TENNESSEE, N.A.
as Administrative Agent for the
Lenders
By: /s/ B.E. M[illegible]
----------------------------
Title: Vice President
ACKNOWLEDGED AND AGREED:
WINDY HILL PET FOOD HOLDINGS, INC.,
a Delaware corporation
By: /s/ Ray Chung
--------------------------------
Title: Executive Vice President
WINDY HILL PET FOOD COMPANY, INC.,
a Delaware corporation
By: /s/ Ray Chung
--------------------------------
Title: Executive Vice President
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/27/97 | | | | | | | None on these Dates |
| | 5/21/97 | | 1 | | 2 |
| | 5/20/97 | | 1 | | 5 |
| | 5/19/97 | | 2 |
| | 4/29/96 | | 1 |
| List all Filings |
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