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-10.18 — Exhibit 10.18 Consent and Release of Lenders
| EX-10.18 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CONSENT AND RELEASE
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 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, the undersigned, being the Administrative Agent and all the Lenders
under the Credit Agreement, 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., and the Borrower will
transfer to such corporation all of its operating assets and liabilities,
including all amounts owing to the Administrative Agent and the Lenders (the
"Loans") under the Credit Agreement and the Collateral Documents (as defined in
the Credit Agreement; and the Collateral Documents, together with the Credit
Agreement, as any may have been amended, modified or supplemented, the "Loan
Documents"). Immediately upon consummation of the foregoing, the Loans shall be
paid off in full (the "Repayment") and the Loan Documents shall be terminated
(the "Termination").
The Administrative Agent and each of the Lenders hereby:
1. consent to the Transaction and agree that the Transaction shall not
constitute an Event of Default under the Loan Documents;
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 2
2. consent to the assignment of any mortgages or deeds of trust or similar
real property instruments previously executed and delivered to the
Administrative Agent by the Credit Parties, as requested by any Credit Party,
and agree to cooperate with such Credit Party and its representatives to ensure
that such assignments are effected at the time the Transaction is consummated;
and
3. subject to the immediately foregoing paragraph, agree to release,
discharge and acquit each Credit Party (including Acquisition Co. and the Windy
Hill Pet Food Company, Inc., survivor to the merger), from all of their
obligations under the Loan Documents (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), and to
terminate the Loan Documents.
The effectiveness of the foregoing consents and agreements, and of any
termination statements or other similar release instruments delivered by the
Administrative Agent hereunder or otherwise, are subject to and conditioned upon
the receipt by the Administrative Agent of the Repayment immediately upon the
consummation of the Transaction.
This Agreement shall be covered by the indemnification provisions in
section 10.7 of the Credit Agreement.
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.
Very truly yours,
NATIONSBANK OF TENNESSEE, N.A.
as Administrative Agent and a
Lender
/s/ B.E. Dishman
-----------------------------
By: B.E. Dishman
Title: Vice President
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
/s/ Ralph A. Phillips
-----------------------------
By: Ralph A. Phillips
Title: Vice President
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
-----------------------------
By:
Title:
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
/s/ Ralph A. Phillips
-----------------------------
By: Ralph A. Phillips
Title: Vice President
FIRST SOURCE FINANCIAL LLP
/s/ David C. Wagner
-----------------------------
By: David C. Wagner
Title: Vice President
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
-----------------------------
By:
Title:
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
/s/ Lawrence J. Placek
-----------------------------
By: Lawrence J. Placek
Title: Vice President
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
-----------------------------
By:
Title:
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
/s/ Steven W. Davis
-----------------------------
By: Steven W. Davis
Title: Vice President
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
-----------------------------
By:
Title:
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 3
PNC BANK, KENTUCKY, INC.
-----------------------------
By:
Title:
FIRST SOURCE FINANCIAL LLP
-----------------------------
By:
Title:
SANWA BUSINESS CREDIT CORPORATION
-----------------------------
By:
Title:
SOUTHTRUST BANK OF ALABAMA,
NATIONAL ASSOCIATION
-----------------------------
By:
Title:
THE BOATMEN'S NATIONAL BANK
OF ST. LOUIS
/s/ David H. Strickert
-----------------------------
By: David H. Strickert
Title: Vice President
Windy Hill Pet Food Holdings, Inc
Windy Hill Pet Food Company, Inc.
May 19, 1997
page 4
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 |
| | 5/19/97 | | 1 | | 9 |
| | 4/29/96 | | 1 |
| List all Filings |
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