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<page> Windy Hill Pet Food Company, Inc. (F/K/a Hubbard Milling Company) Whpf Inc. (F/K/a Windy Hill Pet Food Company, 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, Sherrill & Co., Inc. and Whpf Inc. (F/K/a Windy Hill Pet Food Company, Inc.) ("Whpf"). in Connection With the Acquisition of Windy Hill Pet Food Company, Inc. (F/K/a Hubbard Milling Company) (The "Company") by Whpf Pursuant to a Merger Agreement, Dated March 21, 1997, and the Contribution to the Company of All of the Assets of Whpf (The "Contribution"), This Will Evidence Our Agreement That (X) the Letter Agreement Is Hereby Assigned to the Company, (Y) the Obligations of Whpf Thereunder Are Hereby Assumed by the Company, Which Assumption Shall Not Relieve Whpf of Its Obligations Under the Letter Agreement, and (Z) That the Contribution Does Not Constitute a Sale of All or Substantially All of the Assets of Whpf for Purposes of the Letter Agreement. Whpf, Inc. by /S/ Robert V. Dale Name: Robert V. Dale Title: President <page> Windy Hill Pet Food Company, Inc. by /S/ Ray Chung Name: Ray Chung Title: Executive Vice President Accepted and Agreed To: Bruckmann, Rosser, Sherrill & Co., Inc. by /S/ Stephen C. Sherrill Name: Title: - 2 - <page> Windy Hill Pet Food Company, Inc. by /S/ Ray Chung Name: Ray Chung Title: Executive Vice President Accepted and Agreed To: Bruckmann, Rosser, Sherrill & Co., Inc. by /S/ Stephen C. Sherrill Name: Title: - 2
