EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND THOMAS R. HEIDENTHALEmployment Agreement • May 14th, 1997 • Doane Products Co • Grain mill products • Missouri
AMENDMENT NO. 2Credit Agreement • March 29th, 2002 • Doane Pet Care Co • Grain mill products
AGREEMENTS' Agreement • April 3rd, 2000 • Doane Pet Care Co • Grain mill products
DATEDShare Purchase Agreement • May 10th, 2000 • Doane Pet Care Co • Grain mill products
AMENDMENT NO. 3Credit Agreement • February 28th, 2003 • Doane Pet Care Co • Grain mill products
WITNESSETH:Loan Agreement • February 5th, 1998 • Doane Products Co • Grain mill products • Missouri
INDENTUREDoane Pet Care Co • February 28th, 2003 • Grain mill products • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN DOANE PET CARE COMPANY AND DAVID L. HORTONEmployment Agreement • April 3rd, 2001 • Doane Pet Care Co • Grain mill products
$410,375,000 (E)82,000,000 EURO TRANCHECredit Agreement • August 15th, 2000 • Doane Pet Care Co • Grain mill products • New York
AMENDMENT NO. 1Doane Pet Care Co • April 3rd, 2001 • Grain mill products
1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND THOMAS R. HEIDENTHALEmployment Agreement • March 30th, 1998 • Doane Products Co • Grain mill products • Missouri
EMPLOYMENT AGREEMENT BETWEEN DOANE PRODUCTS COMPANY AND JOSEPH J. MEYERSEmployment 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 ofInvestors' Agreement • April 3rd, 2001 • Doane Pet Care Co • Grain mill products • New York
Exhibit 4.4 DOANE PET CARE COMPANY 10 3/4% SENIOR NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENTDoane Pet Care Co • February 28th, 2003 • Grain mill products • New York
AMENDMENT NO. 4Credit Agreement • February 28th, 2003 • Doane Pet Care Co • Grain mill products
AMONGLoan 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. BECHTELEmployment Agreement • March 30th, 1998 • Doane Products Co • Grain mill products • Missouri
CHANGE IN CONTROL SEVERANCE AGREEMENTChange 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 AMONGAssignment and Assumption Agreement • August 14th, 1998 • Doane Pet Care Co • Grain mill products • Missouri
DOANE PET CARE COMPANY REGISTRATION RIGHTS AGREEMENTRegistration 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
TRANSACTION BONUS PLANDeferred 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 TrusteeDoane 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 INDENTURESecond 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 COMPANYAgreement 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 AGREEMENTNon-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. KOCHEmployment 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, 2005Stockholders 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 AGREEMENTDeferred 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, 2005Voting 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 AMONGAssignment and Assumption Agreement • March 31st, 1997 • Doane Products Co • Grain mill products • Missouri
AMENDMENT NO. 5Doane 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, 2005Registration 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.
