Doane Pet Care Co Sample Contracts

EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND THOMAS R. HEIDENTHAL
Employment Agreement • May 14th, 1997 • Doane Products Co • Grain mill products • Missouri
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AMENDMENT NO. 2
Credit Agreement • March 29th, 2002 • Doane Pet Care Co • Grain mill products
AGREEMENTS
' Agreement • April 3rd, 2000 • Doane Pet Care Co • Grain mill products
DATED
Share Purchase Agreement • May 10th, 2000 • Doane Pet Care Co • Grain mill products
AMENDMENT NO. 3
Credit Agreement • February 28th, 2003 • Doane Pet Care Co • Grain mill products
WITNESSETH:
Loan Agreement • February 5th, 1998 • Doane Products Co • Grain mill products • Missouri
AMENDMENT NO. 1
Doane Pet Care Co • April 3rd, 2001 • Grain mill products
INDENTURE
Doane Pet Care Co • February 28th, 2003 • Grain mill products • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN DOANE PET CARE COMPANY AND DAVID L. HORTON
Employment Agreement • April 3rd, 2001 • Doane Pet Care Co • Grain mill products
$410,375,000 (E)82,000,000 EURO TRANCHE
Credit Agreement • August 15th, 2000 • Doane Pet Care Co • Grain mill products • New York
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND THOMAS R. HEIDENTHAL
Employment Agreement • March 30th, 1998 • Doane Products Co • Grain mill products • Missouri
EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND JOSEPH J. MEYERS
Employment Agreement • March 30th, 2001 • Doane Pet Care Co • Grain mill products • Tennessee
WITNESSETH:
Revolving Credit and Term Loan Agreement • May 14th, 1997 • Doane Products Co • Grain mill products • Missouri
dated as of
Investors' Agreement • April 3rd, 2001 • Doane Pet Care Co • Grain mill products • New York
AMENDMENT NO. 4
Credit Agreement • February 28th, 2003 • Doane Pet Care Co • Grain mill products
AMONG
Loan and Warrant Agreement • March 30th, 2001 • Doane Pet Care Co • Grain mill products • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT among DOUGLAS J. CAHILL, DOANE PET CARE COMPANY, and DOANE PET CARE ENTERPRISES, INC.
Employment Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Tennessee
1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND TERRY W. BECHTEL
Employment Agreement • March 30th, 1998 • Doane Products Co • Grain mill products • Missouri
Exhibit 4.4 DOANE PET CARE COMPANY 10 3/4% SENIOR NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENT
Doane Pet Care Co • February 28th, 2003 • Grain mill products • New York
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • August 12th, 2004 • Doane Pet Care Co • Grain mill products • Tennessee

WHEREAS, the Company desires to retain certain key personnel employed by the Company and, accordingly, the Board of Directors of the Company has approved the Company entering into a severance agreement with Executive in order to encourage Executive’s continued service to the Company or an affiliate of the Company; and

BY AND AMONG
Assignment and Assumption Agreement • August 14th, 1998 • Doane Pet Care Co • Grain mill products • Missouri
DOANE PET CARE COMPANY REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • New York

Doane Pet Care Company, a Delaware corporation (the “Issuer”), proposes to issue and sell to Lehman Brothers Inc., Harris Nesbitt Corp., NatCity Investments, Inc. and SunTrust Capital Markets, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of October 14, 2005 (the “Purchase Agreement”), $152,000,000 aggregate principal amount of its 10 5/8% Senior Subordinated Notes due 2015 (the “Initial Securities”) to be guaranteed by each of DPC Investment Corp., a Delaware corporation, Doane Management Corp., a Delaware Corporation and Doane/Windy Hill Joint Venture L.L.C., a Texas limited liability company, (together, the “Guarantors” and, collectively with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of the date hereof (the “Indenture”), among the Issuer, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into

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TRANSACTION BONUS PLAN
Deferred Share Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Delaware

WHEREAS, on August 28, 2005, Doane Pet Care Enterprises, Inc. (the “Company”) and its wholly owned subsidiary, Doane Pet Care Company (“Doane”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with DPC Newco, Inc. (“Newco”), a Delaware corporation formed by Ontario Teachers’ Pension Plan Board (“OTPP”);

DOANE PET CARE COMPANY and each of the Subsidiary Guarantors named herein 10 5/8% Senior Subordinated Notes due 2015 INDENTURE Dated as of October 24, 2005 WILMINGTON TRUST COMPANY, as Trustee
Doane Pet Care Co • October 27th, 2005 • Grain mill products • New York

INDENTURE, dated as of October 24, 2005, among DOANE PET CARE COMPANY, a Delaware corporation (the “Company”), DOANE MANAGEMENT CORP., a Delaware corporation, DOANE WINDY HILL JOINT VENTURE L.L.C., a Texas limited liability company, DPC INVESTMENT CORP., a Delaware corporation, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • June 1st, 2006 • Doane Pet Care Co • Grain mill products • New York

This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of May 25, 2006, is among Doane Pet Care Company, a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereof, and Wilmington Trust Company, as trustee under the indenture referred to below (the “Trustee”).

AGREEMENT AND PLAN OF MERGER Dated as of August 28, 2005, by and among DPC NEWCO INC., DOANE PET CARE ENTERPRISES, INC., and DOANE PET CARE COMPANY
Agreement and Plan of Merger • November 8th, 2005 • Doane Pet Care Co • Grain mill products • New York

AGREEMENT AND PLAN OF MERGER dated as of August 28, 2005 (this “Agreement”), by and among DPC NEWCO INC., a Delaware corporation (“Newco”), DOANE PET CARE ENTERPRISES, INC., a Delaware corporation (the “Company”), and DOANE PET CARE COMPANY, a Delaware corporation (“DPC”).

FORM OF NON-QUALIFIED SALARY CONTINUATION AGREEMENT
Non-Qualified Salary Continuation Agreement • April 1st, 2005 • Doane Pet Care Co • Grain mill products • Tennessee

This Agreement is entered into as of the of , by and between Doane Pet Care Company, a Delaware Corporation domiciled in the City of Brentwood, State of Tennessee (hereinafter called the “Company”) and , an individual of the full age of majority (hereinafter called “Employee”).

EMPLOYMENT AGREEMENT BETWEEN DOANE MANAGEMENT CORP. AND KENNETH H. KOCH
Employment Agreement • April 1st, 2005 • Doane Pet Care Co • Grain mill products • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 31, 2004 is made between Doane Management Corp. (the “Company”), a Delaware corporation, and Kenneth H. Koch (the “Employee”). Upon the terms and subject to the conditions set forth herein, this Agreement is made with reference to the following facts and objectives:

STOCKHOLDERS AGREEMENT DOANE PET CARE ENTERPRISES, INC. Dated as of October 24, 2005
Stockholders Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Delaware

STOCKHOLDERS AGREEMENT, dated as of October 24, 2005 (this “Agreement”), by and among Doane Pet Care Enterprises, Inc., a Delaware corporation (the “Company”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“OTPP”), Wilchester Investments Limited, a Jersey limited company (the “Investor Stockholder”), and Douglas J. Cahill, and any other employee of the Company or its subsidiaries who may become a party to this Agreement pursuant to Section 10.1 hereof (collectively, the “Management Stockholders” and together with the Investor Stockholder, the “Non-OTPP Stockholders”). OTPP and the Non-OTPP Stockholders are hereinafter referred to collectively as the “Stockholders”. The initial amount of Common Stock held by each of the Stockholders as of the date hereof is set forth on Schedule A opposite such Stockholder’s name. Capitalized terms used herein without definition are defined in Section 27.

210,000,000 Senior Secured Credit Facilities CREDIT AGREEMENT DOANE PET CARE COMPANY, as Borrower, DOANE PET CARE ENTERPRISES, INC. as a Guarantor and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent LEHMAN BROTHERS INC., as Sole Bookrunner and...
Credit Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • New York

CREDIT AGREEMENT, dated as of October 24, 2005, among DOANE PET CARE ENTERPRISES, INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as defined below) (in such capacity, the “Collateral Agent”).

DEFERRED SHARE AGREEMENT
Deferred Share Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Delaware

DEFERRED SHARE AGREEMENT (this “Agreement”), dated as of October 24, 2005, is made between Doane Pet Care Enterprises, Inc. (the “Company”) and the individual whose name appears on the signature page hereof (the “Employee”) pursuant to the terms of the Company’s Transaction Bonus Plan (the “Plan”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meaning given such terms in the Plan.

VOTING AGREEMENT DOANE PET CARE COMPANY Dated as of October 24, 2005
Voting Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Delaware

VOTING AGREEMENT, dated as of October 24, 2005 (this “Agreement”), by and among Doane Pet Care Enterprises, Inc., a Delaware corporation (“DPCE”), Doane Pet Care Company, a Delaware Corporation (the “Company”) and Wilchester Investments Limited, a Jersey limited company (the “Investor Stockholder” and together with DPCE, the “Stockholders”). Capitalized terms used herein without definition are defined in Section 21.

BY AND AMONG
Assignment and Assumption Agreement • March 31st, 1997 • Doane Products Co • Grain mill products • Missouri
AMENDMENT NO. 5
Doane Pet Care Co • March 11th, 2004 • Grain mill products

AMENDMENT NO. 5 dated as of March 9, 2004 to the Credit Agreement referred to below, among DOANE PET CARE ENTERPRISES, INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a Delaware corporation (the “Borrower”), DOANE/WINDY HILL JOINT VENTURE L.L.C., a Texas limited liability company (“Windy Hill”), DPC INVESTMENT CORP., a Delaware corporation (“DPC”), and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”).

REGISTRATION RIGHTS AGREEMENT DOANE PET CARE ENTERPRISES, INC. Dated as of October 24, 2005
Registration Rights Agreement • October 27th, 2005 • Doane Pet Care Co • Grain mill products • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of October 24, 2005, by and among Doane Pet Care Enterprises, Inc., a Delaware corporation (the “Company”), Ontario Teachers’ Pension Plan Board, a corporation without share capital organized under the laws of Ontario, Canada (“OTPP”), and Douglas J. Cahill, and any other employee of the Company or its subsidiaries who may become a party to this Agreement pursuant to Section 11.5 hereof (collectively, the “Management Stockholders”). OTPP and the Management Stockholders are hereinafter referred to collectively as the “Stockholders”. Capitalized terms used herein without definition are defined in Section 10.

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