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
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 PLANTransaction Bonus Plan • 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 TrusteeIndenture • October 27th, 2005 • Doane Pet Care Co • 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”).
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.
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.
