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EXHIBIT 4.2




FIRST SUPPLEMENTAL INDENTURE




     This FIRST 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”).



W I T N E S S E T H




     WHEREAS, the Company and the Subsidiary Guarantors named herein have
heretofore executed and delivered to the Trustee an indenture (as amended,
supplemented or otherwise modified from time to time, the “Indenture”), dated as of
October 24, 2005, providing for the issuance of 10 5/8% Senior Subordinated Notes due
2015 in an unlimited principal amount (the “Securities”);



     WHEREAS, Section 9.2 of the Indenture provides that, under certain
circumstances and with the consent of Holders representing a majority in aggregate
principal amount of the Securities (including in connection with a purchase of, or
tender offer for, the Securities) voting as a single class, the Company and the
Trustee may enter into an indenture supplemental to the Indenture for the purpose
of amending or supplementing the Indenture or the Securities;



     WHEREAS, (1) pursuant to Section 9.2 of the Indenture, the Company has
received the consent of the Holders of more than a majority in principal amount of
the outstanding Securities and has delivered written proof of such fact to the
Trustee, (2) the Company has delivered to the Trustee simultaneously with the
execution and delivery of this Supplemental Indenture an Officers’ Certificate and
an Opinion of Counsel relating to this Supplemental Indenture as contemplated by
Sections 9.6, 12.4 and 12.5 of the Indenture, and (3) the Company and the
Subsidiary Guarantors have satisfied all other conditions required under the
Indenture to enable the Company, the Subsidiary Guarantors and the Trustee to enter
into this Supplemental Indenture;



     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, each party
agrees, for the benefit of the others and for the equal and ratable benefit of the
Holders of the Securities as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.



     2. Deletion of Definitions and Related References. Section 1.1 of Article
I of the Indenture is hereby amended to delete in their entirety all terms and
their respective definitions for which all references are eliminated in the
Indenture as a result of the amendments set forth in Section 3 and 4 of this
Supplemental Indenture.



     3. Amendment to Article III. Section 3.3 (Notice of Redemption) is hereby
amended by deleting the words “30 days” and replacing them with the words “three
(3) Business Days” in the first line.















 





     4. Amendments to articles IV, V, and VI. The Indenture is hereby amended
to delete the following sections of the Indenture and all references thereto and in
the Senior Notes in their entirety and to insert in lieu thereof, in each case, the
phrase “Intentionally Omitted”:



Section 4.2 (SEC Reports)

Section 4.3 (Limitation on Incurrence of Indebtedness)

Section 4.4 (Limitation on Restricted Payments)

Section 4.5 (Limitation on Restrictions on Distributions from Restricted Subsidiaries)

Section 4.6 (Limitation on Sales of Assets)

Section 4.7 (Limitation on Affiliate Transactions)

Section 4.8 (Change of Control)

Section 4.9 (Future Subsidiary Guarantors)

Section 4.10 (Limitation on Liens)

Section 4.11 (Designation of Restricted and Unrestricted Subsidiaries)

Section 4.12 (Maintenance of Office or Agency for Registration of Transfer, Exchange and Payment of Securities)

Section 4.15 (Maintenance of Corporate Existence)

Section 4.16 (Compliance Certificate)

Section 4.17 (Taxes)

Section 4.18 (Stay, Extension and Usury Laws)

Section 5.1 (Merger and Consolidation)

Section 5.2 (Successor Corporation Substituted)

Section 6.1(3), (4), (5), (6), (8), (9), and (10) (Events of Default).




     5. Except as expressly amended hereby, the Indenture (i) shall continue in
full force and effect in accordance with the provisions thereof and (ii) is in all
respects hereby ratified and confirmed.



     6. This Supplemental Indenture and all of its provisions shall be deemed a
part of the Indenture in the manner and to the extent herein and therein provided.



     7. This Supplemental Indenture shall become effective upon execution by
the Company, the Subsidiary Guarantors and the Trustee; provided that the
amendments set forth in Sections 2, 3 and 4 of this Supplemental Indenture shall
become operative only upon the acceptance for purchase by the Company of the
Securities tendered pursuant to the Company’s Offer to Purchase and Consent
Solicitation Statement, dated May 12, 2006.



     8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE, THE SECURITIES
AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.



     9. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together shall represent the same agreement.



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     10. Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.



     11. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made only by the Subsidiary Guarantors and the Company. The Company
agrees that the indemnification provisions contained in Section 7.7 of the
Indenture shall apply to the execution, delivery, and performance by the Trustee of
this Supplemental Indenture.



[signature pages follow]





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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first written above.



	 	 	 	 	 
	 	Company:



Doane Pet Care Company

 	 
	 	By:  	/s/ Philip K. Woodlief
 	 
	 	 	Philip K. Woodlief 	 
	 	 	Vice President, Finance and Chief
Financial Officer
 	 
	 
	 	Subsidiary Guarantors:



Doane Management Corp.

 	 
	 	By:  	/s/ Philip K. Woodlief
 	 
	 	 	Philip K. Woodlief 	 
	 	 	Vice President, Finance and Chief
Financial Officer
 	 
	 
	 	DPC Investment Corp.

 	 
	 	By:  	/s/ Philip K. Woodlief
 	 
	 	 	Philip K. Woodlief 	 
	 	 	Vice President, Finance and Chief
Financial Officer
 	 
	 
	 	Doane/Windy Hill Joint Venture, L.L.C.

 	 
	 	By:  	Doane Pet Care Company,
 	 
	 	 	its Sole Member 	 
	 	 	 	 
	 	By:  	                                    /s/ Philip K. Woodlief
 	 
	 	 	Philip K. Woodlief 	 
	 	 	Vice President, Finance and Chief
Financial Officer
 	 
	 
	 	Trustee:



Wilmington Trust Company,

as Trustee

 	 
	 	By:  	/s/ Kristin L. Moore
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




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