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-10.45 — Agreement (Windy & Bruckmann)
EX-10.45 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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WINDY HILL PET FOOD COMPANY, INC.
Two Maryland Farms, Suite 301 o Brentwood, TN 37027
April 29, 1996
Bruckmann, Rosser, Sherrill & Co., Inc.
126 East 56th Street
New York, NY 10022
Attention: Mr. Stephen C. Sherrill
Dear Mr. Sherrill:
In connection with certain services performed by Bruckmann, Rosser,
Sherrill & Co., Inc. ("BRS & Co.") to facilitate the acquisition of certain
assets by Windy Hill Pet Food Company, Inc. (the "Company") pursuant to the
Asset Purchase Agreement dated April 17, 1996 among the Company, Windy Hill Pet
Food Holdings, Inc. and Star-Kist Foods, Inc. (the "Acquisition"), the Company
hereby agrees with BRS & Co. as follows:
In consideration of the general management, financial and other
corporate advisory services rendered by BRS & Co. prior to the date hereof in
connection with the Acquisition and the contemporaneous financing thereof, the
Company agrees to pay BRS & Co. $500,000 on the fifth anniversary of the date
hereof; provided, that in the event of (i) a Change in Control (as defined in
the Credit Agreement), (ii) a sale of all or substantially all of the assets of
the Company (whether pursuant to an asset sale, a sale of capital stock, a
merger, or otherwise) or (iii) the consummation of an initial public offering of
the Company's capital stock, or, at the option of BRS & Co., such payment may be
accelerated by BRS & Co.
The payment of the fee hereunder is subject in all respects to the
terms and provisions of the Credit Agreement dated as of the date hereof
(the "Credit Agreement") by and among NationsBank of Tennessee, N.A.
("NationsBank"), the Company, Holdings and the lenders party thereto and the
Intercreditor and Subordination Agreement dated as of the date hereof by and
among the Company, BRS & Co., NationsBank, PNC Capital Corp and Dartford
Partnership L.L.C.
This letter agreement may be executed in separate counterparts, each
of which shall be an original and all of which taken together shall constitute
one and the same instrument.
* * * * *
The terms of this letter agreement shall be governed by the internal
laws, and not the laws of conflicts, of the State of New York.
WINDY HILL PET FOOD COMPANY, INC.
By: /s/ Ray Chung
-------------------------------------
Name:
Title:
Accepted and agreed:
BRUCKMANN, ROSSER, SHERRILL & CO., INC.
By: ___________________________________
Name:
Title:
2
The terms of this letter agreement shall be governed by the internal
laws, and not the laws of conflicts, of the state of New York.
WINDY HILL PET FOOD COMPANY, INC.
By:
-------------------------------------
Name:
Title:
Accepted and agreed:
BRUCKMANN, ROSSER, SHERRILL & CO., INC.
By: /s/ S. Sherrill
-----------------------------------
Name:
Title:
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 |
| | 4/29/96 | | 1 |
| | 4/17/96 | | 1 |
| List all Filings |
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