exv10w18



 





EXECUTION VERSION




AMENDMENT NO. 5



     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”).



     Holdings, the Borrower, the Lenders party thereto and the Administrative
Agent are parties to an Amended and Restated Credit Agreement dated as of May
8, 2000 (as amended, waived or modified and in effect immediately prior to the
effectiveness of this Amendment No. 5, the “Credit Agreement”), providing,
subject to the terms and conditions thereof, for extensions of credit to be
made by the Lenders to the Borrower.



     Holdings, the Borrower, the Administrative Agent and the Lenders party
thereto wish to amend the Credit Agreement in certain respects and,
accordingly, the parties hereto hereby agree as follows:



     Section 1. Definitions. Except as otherwise defined in this Amendment
No. 5, terms defined in the Credit Agreement are used herein as defined
therein.



     Section 2. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent specified in Section 5 of this
Amendment No. 5, but effective as of the date hereof, the Credit Agreement
shall be amended as follows:



     2.1. References. References in the Credit Agreement (including references to
the Credit Agreement as amended hereby) to “this Agreement” (and indirect
references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be
deemed to be references to the Credit Agreement as amended hereby.



     2.2. Definitions.



     A. Section 1.1 of the Credit Agreement shall be amended by inserting the
following definitions (or, in the case of any of the following terms that are
already defined in the Credit Agreement, by amending and restating in its
entirety such term to read as set forth below):




     “Amendment No. 5”: Amendment No. 5 dated as of March 9, 2004 to
this Agreement.




     “Amendment No. 5 Effective Date”: the effective date of Amendment
No. 5 to this Agreement.



Amendment No. 5



 









 





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     “Applicable Margin”: for each type of Loan, the rate per annum set
forth on the Pricing Grid; provided that (a) on September 30, 2004, such
per annum rate as then in effect shall be increased by an additional
0.25% and (b) on March 31, 2005, such per annum rate as then in effect
shall be increased by an additional 1.00%.




     “Asset Sale”: any Disposition of property or series of related
Dispositions of property by the Borrower or any of its Restricted
Subsidiaries (excluding any such Disposition permitted by clause (a),
(b), (c), (d), (e) or (f) of Section 7.5).




     “ECF Percentage”: for each fiscal year ending on or after December
31, 2004, 100%.




     “Revolving Commitment”: as to any Lender, the obligation of such
Lender, if any, to make Revolving Loans and participate in Swingline
Loans and Letters of Credit in an aggregate principal and/or face amount
not to exceed the amount set forth under the heading “Revolving
Commitment” opposite such Lender’s name on Schedule 1.1A or in an
Assignment and Acceptance, as the same may be changed from time to time
pursuant to the terms hereof. The amount of the Total Revolving
Commitments of the Amendment No. 5 Effective Date shall be $50,000,000.




     “Revolving Termination Date”: December 29, 2005.



     B. The definition of “Consolidated EBITDA” in Section 1.1 of the Credit
Agreement shall be amended by (i) inserting at the end of clause (f) of the
first sentence thereof, the words “(including any dividends or accretion on the
Existing Preferred Stock or any Replacement Preferred Stock to the extent not
actually paid in cash during such period)” and (ii) deleting the words “of four
consecutive fiscal quarters” in the first two lines of the second paragraph
thereof.



     C. The definition of “Indebtedness” in Section 1.1 of the Credit
Agreement shall be amended by inserting at the end thereof, immediately prior
to the period, the following words:




“provided that, notwithstanding anything herein to the contrary,
“Indebtedness” shall not include the Existing Preferred Stock or any
Replacement Preferred Stock.”



     D. The following definition in Section 1.1 of the Credit Agreement shall
be deleted in its entirety: “Permitted Acquisition” (and each reference to such
term in the Credit Agreement shall be deleted).



     2.3. Swingline Loans. Section 2.7(b) of the Credit Agreement shall be amended
by inserting at the end thereof the following words:




“Notwithstanding anything herein to the contrary, the Swingline Lender
agrees with the Revolving Lenders that, if any Swingline Loan remains
outstanding for more than five Business Days, it will use reasonable
efforts to request Revolving Loans from the Revolving Lenders under this
paragraph (b), the proceeds of which will be applied to the repayment of
such Swingline Loan.”



Amendment No. 5



 









 





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     2.4. Commitment Fees, etc. Section 2.8 of the Credit Agreement shall be
amended to insert a new paragraph (d) at the end thereof to read as follows:




     “(d) The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Lender (a) on September 30, 2004 a fee equal to
1.00% of the Revolving Commitment of such Lender as in effect on such
date and (b) on March 31, 2005 a fee equal to 1.25% of the Revolving
Commitment of such Lender as in effect on such date.”



     2.5. Mandatory Prepayments and Commitment Reductions. Section 2.11(b) of
the Credit Agreement shall be amended to read in its entirety as follows:




     “(b) Unless the Required Prepayment Lenders shall otherwise agree,
if on any date the Borrower or any of its Restricted Subsidiaries shall
receive Net Cash Proceeds from any Asset Sale or Recovery Event occurring
after the Amendment No. 5 Effective Date then, unless a Reinvestment
Notice shall be delivered in respect thereof, such Net Cash Proceeds
shall be applied on such date toward the prepayment of the Term Loans and
the reduction of the Revolving Commitments as set forth in Section
2.11(e); provided that, notwithstanding the foregoing, (i) with respect
to any such Asset Sale, such prepayment shall be required only to the
extent the amount of such Net Cash Proceeds thereof, together with the
aggregate Net Cash Proceeds of all other prior Asset Sales occurring
after the Amendment No. 5 Effective Date that have not been applied to a
prepayment pursuant to this Section 2.11(b) (other than any Reinvestment
Deferred Amount), exceeds $1,000,000, (ii) the aggregate Net Cash
Proceeds of Asset Sales and Recovery Events occurring after the Amendment
No. 5 Effective Date that may be excluded from the foregoing requirement
pursuant to a Reinvestment Notice shall not exceed $2,500,000 (or its
equivalent in other currencies as of the date of receipt of such
proceeds, as determined by the Borrower in good faith based on then
prevailing exchange rates) in the aggregate and (iii) on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment
Prepayment Amount with respect to the relevant Reinvestment Event shall
be applied toward the prepayment of the Term Loans and the reduction of
the Revolving Commitments as set forth in Section 2.11(e).”



     2.6. Use of Proceeds. Section 4.16(b) of the Credit Agreement shall be
amended to read in its entirety as follows:




     “(b) The proceeds of the Revolving Loans and the Swingline Loans,
and the Letters of Credit, shall be used to (i) finance the working
capital needs and general corporate purposes of the Borrower and its
Subsidiaries in the ordinary course of business and (ii) fund the
purchase by the Borrower or any of its Subsidiaries of the equity
interests of Doane International Pet Products LLC, a Delaware limited
liability company which is 50% owned by the Borrower as of the Amendment
No. 5 Effective Date, and/or Effeffe, S.p.a., an Italian company which is
50% indirectly owned by Arovit as of the Amendment No. 5 Effective Date,
provided that, in each case, such proceeds are so used substantially
contemporaneously with the borrowing thereof.”



Amendment No. 5



 









 





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     2.7. Additional Information Requirements.



     A. Section 6.1 of the Credit Agreement shall be amended by (a) deleting
the word “and” at the end of Section 6.1(a), (b) replacing the period at the
end of Section 6.1(b) with a semi-colon followed by the word “and”, and (c)
inserting a new Section 6.1(c), immediately after Section 6.1(b), to read as
follows:




     “(c) as soon as available, but in any event not later than 30 days
after the end of each fiscal month of the Borrower (other than the fiscal
month at the end of a fiscal quarterly period), the unaudited
consolidated balance sheet of the Borrower and its consolidated
Subsidiaries as at the end of such month and the related unaudited
consolidated statements of income and of cash flows for such month and
the portion of the fiscal year through the end of such month, setting
forth in each case in comparative form the figures for the corresponding
fiscal month in the previous fiscal year, certified by a Responsible
Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments).”



     B. Section 6.2(g) of the Credit Agreement shall be amended to read in its
entirety as follows:




     “(g) as soon as available, and in any event no later than 10 days
after the first day of each fiscal month (commencing with the fiscal
month commencing on or nearest to March 1, 2004), (i) projected cash flow
forecasts of the Borrower and its Restricted Subsidiaries for the 13-week
period commencing with such first day and (ii) to the extent prepared by
the Borrower, updated historical commodity charts, reflecting the
Borrower’s and its Domestic Subsidiaries’ current commodity costs.”



     2.8. Inspection of Property; Books and Records; Discussions. Section 6.6
of the Credit Agreement shall be amended by inserting, in clause (b) thereof,
immediately after the words “Administrative Agent”, the following words:
“including any advisor engaged by the Administrative Agent for such purpose”.



     2.9. Additional Collateral, Etc. Section 6.10(e) of the Credit Agreement
shall be amended to read in its entirety as follows:




     “(e) Use its best efforts (i) with respect to each Operating
Account and (ii) with respect to each other Deposit Account and each
other Securities Account (other than any account the credit balance of
which shall not exceed $250,000), to enter into and/or maintain in effect
control agreements for the purpose of perfecting the security interests
therein granted pursuant to the Guarantee and Collateral Agreement, in
each case, with the Administrative Agent and the financial institution at
which such account is held, in form and substance reasonably satisfactory
to the Administrative Agent (and the Administrative Agent shall be
authorized for and on behalf of the Lenders to enter into each such
agreement); provided that (subject to Section 6.11), with respect to any
such account established after the Amendment No. 5 Effective Date or any
such account referred to in clause (ii) above existing on such date that
thereafter exceeds the minimum amount specified above with respect
thereto, the Borrower shall use such efforts to enter



Amendment No. 5



 









 





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into such a control agreement therefor within 30 days after the
later of the date such account is established or exceeds such minimum
amount.”



     2.10. Accounts. Section 6.11 of the Credit Agreement shall be amended to
read in its entirety as follows:




     “6.11 Accounts. Maintain each Deposit Account and each Securities
Account of any Loan Party (other than any account the credit balance of
which shall not exceed $250,000) with one or more of the Lenders.”



     2.11. Financial Condition Covenants. Section 7.1 of the Credit Agreement
shall be amended to read in its entirety as follows (and each reference in the
Credit Agreement to Section 7.1(a), 7.1(b), 7.1(c) and/or 7.1(d) shall be
deemed to refer to Section 7.1 of the Credit Agreement):



     “7.1 Financial Condition Covenants.




     (a) Consolidated Senior Secured Debt Ratio. Permit the
Consolidated Senior Secured Debt Ratio as at the last day of any period
of four consecutive fiscal quarters of the Borrower ending with any
fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter:



	 	 	 	 	 
	Fiscal Quarter	 	 
	ending on or nearest to
	 	Ratio

	3/31/04
	 	 	2.60:1.00	 
	6/30/04
	 	 	2.60:1.00	 
	9/30/04
	 	 	2.50:1.00	 
	12/31/04 and thereafter
	 	 	2.00:1.00	 








     (b) Minimum Consolidated EBITDA. Permit (i) Consolidated EBITDA as
at the last day of any period set forth below to be less than the amount
set forth below opposite such period:



	 	 	 	 	 
	Period
	 	Amount

	Fiscal quarter ending on or nearest
to 3/31/04
	 	$	16,200,000	 
	Two fiscal quarters ending on or
nearest to 6/30/04
	 	$	33,500,000	 
	Three fiscal quarters ending on or
nearest to 9/30/04
	 	$	56,000,000	 








and (ii) Consolidated EBITDA as at the last day of any period of four
consecutive fiscal quarters of the Borrower ending with any fiscal
quarter set forth below to be less than the amount set forth below
opposite such fiscal quarter:



Amendment No. 5



 









 





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	Fiscal Quarter	 	 
	ending on or nearest to
	 	Amount

	12/31/04
	 	$	85,000,000	 
	3/31/05
	 	$	90,000,000	 
	6/30/05
	 	$	95,000,000	 
	9/30/05
	 	$	97,000,000	 
	12/31/05
	 	$	100,000,000	







     2.12. Capital Expenditures. Section 7.7 of the Credit Agreement shall be
amended to read in its entirety as follows:




     “7.7 Capital Expenditures. Make or commit to make any Capital
Expenditure, except Capital Expenditures of the Borrower and its
Restricted Subsidiaries in the ordinary course of business not exceeding
for each fiscal year commencing on or after January 4, 2004, $27,000,000
(or its equivalent in other currencies as of the date of such
expenditure, as determined by the Borrower in good faith based on then
prevailing exchange rates), provided that no unused amounts for any such
fiscal year, or any prior fiscal year, may be carried over to another
fiscal year.”



     2.13. Other Covenants Changes. Section 7 of the Credit Agreement shall
be further amended as follows:



     A. Section 7.2(h) of the Credit Agreement shall be amended by replacing
the amount “$7,500,000” with “$5,000,000”.



     B. Section 7.3 of the Credit Agreement shall be amended as follows:



     (i) Section 7.3(f) shall be amended to read in its entirety as follows:




     “(f) Liens in existence on the Amendment No. 5 Effective Date
listed on Schedule 7.3(f) or Liens securing refinanced Indebtedness
permitted by Section 7.2(e), provided that (i) no such Lien is spread to
cover any additional property after the Effective Date and (ii) the
amount of Indebtedness (including the amount of Indebtedness committed
thereunder) secured thereby is not increased;”.



     (ii) Section 7.3(j) shall be amended to read in its entirety as follows:




     “(j) Liens not otherwise permitted by this Section 7.3 and arising
after the Amendment No. 5 Effective Date so long as neither (i) the
aggregate outstanding principal amount of the obligations secured thereby
nor (ii) the aggregate fair market value (determined as of the date such
Lien is incurred) of the assets subject thereto exceeds (as to the
Borrower and all of its Restricted Subsidiaries) $5,000,000 (or its
equivalent in other currencies as of the date such Indebtedness is
incurred, as determined by the Borrower in good faith based on then
prevailing exchange rates) at any one time.”



     C. Section 7.5 of the Credit Agreement shall be amended as follows:



     (i) Section 7.5(f) shall be amended to read in its entirety as follows:



Amendment No. 5



 









 





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     “(f) any Disposition of property or series of related Dispositions
of property having a fair market value of less than $100,000 (or its
equivalent in other currencies as of the date of such Disposition or the
last of such series of Dispositions, as determined by the Borrower in
good faith based on then prevailing exchange rates); and”.



     (ii) Section 7.5(g) shall be amended to read in its entirety as follows:




     “(g) Dispositions of other property after the Amendment No. 5
Effective Date, provided that (i) at least 85% of the consideration
received in connection with each such Disposition shall be in the form of
cash and (ii) the aggregate market value of all such Dispositions shall
not exceed $10,000,000 (or its equivalent in other currencies as of the
date of such Disposition, as determined by the Borrower in good faith
based on then prevailing exchange rates).”



     D. Section 7.6(b) of the Credit Agreement shall be deleted in its
entirety and replaced with the words: “(b) [Intentionally deleted];”.



     E. Section 7.8 of the Credit Agreement shall be amended by (i) deleting
clause (k) thereof in its entirety and (ii) amending clauses (h), (i) and (j)
thereof to read in its entirety as follows:




     “(h) in addition to Investments otherwise expressly permitted by
this Section 7.8, Investments by the Borrower or any of its Subsidiaries
in an aggregate amount (valued at cost) not to exceed $5,000,000 (or its
equivalent in other currencies as of the date such Investment is made, as
determined by the Borrower in good faith based on then prevailing
exchange rates) net of cash received during such period as a return on
capital or other return on or repayment of such Investment, provided that
(i) if as a result of any such Investment in any Person’s equity
interests such Person shall become a Domestic Subsidiary of the Borrower,
the Borrower shall cause such Person to become a Grantor and Guarantor
under the Guarantee and Collateral Agreement to the extent required by
Section 6.10, (ii) if a Restricted Subsidiary is redesignated an
Unrestricted Subsidiary or Joint Venture at any time after the Amendment
No. 5 Effective Date, the aggregate amount of Investments permitted under
this clause (h) shall be decreased by the aggregate amount invested in
such Restricted Subsidiary and (iii) if an Unrestricted Subsidiary or
Joint Venture is redesignated a Restricted Subsidiary at any time on or
after the Amendment No. 5 Effective Date, the aggregate amount of
Investments permitted under this clause (h) shall be increased by the
aggregate amount invested in such Unrestricted Subsidiary or Joint
Venture after the Amendment No. 5 Effective Date.”



Amendment No. 5



 









 





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     (i) the Arovit Acquisition and Investments received as
consideration pursuant to Section 7.5(g); and




     (j) Investments in Unrestricted Subsidiaries listed in Schedule
4.15 and in Joint Ventures listed in Schedule 7.8(j), in each case as
such Investments are in existence on the Amendment No. 5 Effective Date.”



     F. Section 7.10 of the Credit Agreement shall be amended by deleting the
proviso in it entirety and inserting in lieu the following:




“; provided that, notwithstanding anything in this Section 7.10 or any
other provision of this Agreement to the contrary, no management or
similar fees shall be paid or payable by Holdings, the Borrower or any
Restricted Subsidiary to any Affiliate at any time from and after the
Amendment No. 5 Effective Date.”



     2.14. Expenses, Etc. Section 10.5 of the Credit Agreement shall be
amended in to read in its entirety as follows:




     “10.5. Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent and the Co-Lead Arrangers for
all their reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other
Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and
disbursements of counsel to the Administrative Agent, and filing and
recording fees and expenses, with statements with respect to the
foregoing to be submitted to the Borrower prior to the Effective Date (in
the case of amounts to be paid on the Effective Date) and from time to
time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse the
fees and expenses of the Financial Advisor specified in its engagement
letter dated January 26, 2004 incurred in connection with its engagement
by the Administrative Agent or its counsel relating to Amendment No. 5,
(c) to pay or reimburse each Lender and the Agents for all its costs and
expenses incurred in connection with the enforcement or preservation of
any rights under this Agreement (including, without limitation, this
Section 10.5 or any other similar provision in the other Loan Documents),
the other Loan Documents and any such other documents or in connection
with any work-out, restructuring or negotiations in respect thereof or in
connection with the bankruptcy, insolvency or reorganization with respect
to the Borrower or any Restricted Subsidiary, including the reasonable
fees and disbursements of counsel (including the allocated fees and
expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent and the reasonable fees and disbursements of the
Financial Advisor or any other advisor engaged by the Administrative
Agent or its counsel in connection therewith, (d) to pay, indemnify, and
hold each Lender, the Co-Lead Arrangers and the Agents (and their
affiliates and their respective officers, directors, employees, advisors
and agents) harmless from, any and all recording and filing fees and any
and all liabilities with



Amendment No. 5



 









 





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respect to, or resulting from any delay in paying, stamp, excise and
other taxes, if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under
or in respect of, this Agreement, the other Loan Documents and any such
other documents, and (e) to pay, indemnify, and hold each Lender, the
Co-Lead Arrangers and the Agents and their respective officers,
directors, employees, affiliates, agents and controlling persons (each,
an “Indemnitee”) harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and
administration of this Agreement (including, without limitation, this
Section 10.5 or any other similar provision in the other Loan Documents),
the other Loan Documents and any such other documents, including any of
the foregoing relating to the use of proceeds of the Loans or the
violation of, noncompliance with or liability under, any Environmental
Law applicable to the operations of Holdings, the Borrower any of its
Subsidiaries or any of the Properties and the reasonable fees and
expenses of legal counsel in connection with claims, actions or
proceedings by any Indemnitee against any Loan Party under any Loan
Document (all the foregoing in this clause (e), collectively, the
“Indemnified Liabilities”), provided that the Borrower shall have no
obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a
final and nonappealable decision of a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of such
Indemnitee. Without limiting the foregoing, and to the extent permitted
by applicable law, the Borrower agrees not to assert and to cause its
Subsidiaries not to assert, and hereby waives and agrees to cause its
Subsidiaries to so waive, all rights for contribution or any other rights
of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might
have by statute or otherwise against any Indemnitee. All amounts due
under this Section 10.5 shall be payable not later than 15 days after
written demand therefor. Statements payable by the Borrower pursuant to
this Section 10.5 shall be submitted to Phillip K. Woodlief (Telephone
No. (615) 309-1033) (Telecopy No. (615) 309-1191), at the address of the
Borrower set forth in Section 10.2, or to such other Person or address as
may be hereafter designated by the Borrower in a written notice to the
Administrative Agent. The agreements in this Section 10.5 shall survive
repayment of the Loans and all other amounts payable hereunder.”



     2.15. Annex A (Pricing Grid). Annex A to the Credit Agreement shall be
amended and restated in its entirety to read as set forth in Annex A to this
Amendment No. 5.



     2.16. Schedule 1.1A (Revolving Commitments). The column setting forth
the Revolving Commitments in Schedule 1.1A to the Credit Agreement shall be
amended and restated to read in entirety as set forth in Schedule 1.1A to this
Amendment No. 5.



     2.17. Certain Other Schedules. Schedules 4.15, 7.3(f), 7.5 and 7.8(j) to
the Credit Agreement shall be amended and restated to read in entirety as set
forth in Schedules 4.15, 7.3(f), 7.5 and 7.8(j), respectively, to this
Amendment No. 5.



Amendment No. 5



 









 





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     Section 3. Waivers and Consents. Subject to the satisfaction of the
conditions specified in Section 5 of this Amendment No. 5, but with effect as
of the date hereof, each of the Required Lenders and the Majority Revolving
Facility Lenders hereby (a) waive any Default or Event of Default that has
occurred and is continuing under the Credit Agreement on the date hereof as a
result of the Borrower’s failure to comply, as of January 3, 2004, with
Sections 7.1(a), (b), (c) and (d) of the Credit Agreement, (b) agree and
consent that for purposes of the calculation of Excess Cash Flow for the fiscal
year of the Borrower ending on January 3, 2004, the prepayments of the Term
Loans made during such fiscal year pursuant to Section 7.2(k) of the Credit
Agreement shall be deducted under clause (b)(iii) of the definition of “Excess
Cash Flow” in Section 1.1 of the Credit Agreement and (c) agree and consent
that, as of the Borrower’s fiscal year-end on January 3, 2004, each of (i)
Pyramid Pet Equipment ApS (“Pyramid Pet”), a wholly owned Danish Subsidiary of
Arovit, (ii) the joint stock company Zao Crona, an approximately 51% then owned
Russian Subsidiary of Pyramid Pet, and (iii) Doane International Pet Products,
LLC, a Delaware limited liability company, shall be deemed to be (and the
Borrower hereby designates each such entity as) an Unrestricted Subsidiary for
all purposes of the Credit Agreement and the other Loan Documents.



     Section 4. Representations and Warranties. Each of Holdings and the
Borrower jointly and severally represents and warrants to the Administrative
Agent and the Lenders that (a) after giving effect to this Amendment No. 5, no
Default or Event of Default shall have occurred and be continuing and (b) the
representations and warranties made by the Loan Parties pursuant to the Loan
Documents (including, without limitation, the representations and warranties
made by Holdings and the Borrower in Section 4 of the Credit Agreement as
amended by this Amendment No. 5) are true and complete on the date hereof as if
made on and as of the date hereof (or, if any such representations and
warranties expressly relate to any earlier date, as of such earlier date) and
as if each reference in said Section 4 to the Credit Agreement or the Loan
Documents (or words of similar import) included reference to the Credit
Agreement as amended by this Amendment No. 5.



     Section 5. Conditions Precedent. As provided in Sections 2 and 3 of this
Amendment No. 5, the amendments to the Loan Documents set forth in said Section
2 and the waivers and consents set forth in said Section 3 shall become
effective as of the date hereof upon:




     (i) Counterparts. Receipt by the Administrative Agent of one or
more counterparts of this Amendment No. 5 duly executed and delivered by
the Borrower, Holdings, Windy Hill, DPC and the Administrative Agent
(with the written consent of the Required Lenders and each of the
Revolving Lenders provided in the form of the Lender Consent attached
hereto as Exhibit A);




     (ii) Opinion of Loan Parties’ Counsel. Receipt by the
Administrative Agent of an opinion of counsel to the Loan Parties in form
and substance reasonably satisfactory to the Administrative Agent (and
the Loan Parties hereby instruct such counsel to deliver such opinion to
the Lenders and the Administrative Agent);



Amendment No. 5



 









 





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     (iii) Fees and Expenses. Payment by the Borrower (a) to the
Administrative Agent (i) of an extension fee for the account of each
Revolving Lender that has executed a Lender Consent in the form attached
hereto as Exhibit A in an amount equal to 0.75% of the Revolving
Commitment of such Revolving Lender (as in effect immediately after
giving effect to this Amendment No. 5) and (ii) of an amendment fee for
the account of each Lender that has executed a Lender Consent in the form
attached hereto as Exhibit A on or before 5:00 p.m., New York City time,
on March 8, 2004, in an amount equal to 0.25% of (i) in the case of each
Revolving Lender, the Revolving Commitment of such Revolving Lender (as
in effect immediately after giving effect to this Amendment No. 5) and
(ii) in the case of each Term Lender, the aggregate unpaid principal
amount of the Term Loans held by such Term Lender immediately prior to
the effectiveness of this Amendment No. 5, each such fee payable on the
date on which this Amendment No. 5 shall become effective, and (b) of
such other fees and expenses agreed in writing to be paid by the Borrower
in connection with this Amendment No. 5, including, without limitation,
the fees and expenses of the Financial Advisor and Milbank, Tweed, Hadley
& McCloy LLP, counsel to the Administrative Agent, for which written
invoices have been delivered to the Borrower at least one Business Day
prior to the Amendment No. 5 Effective Date; and




     (iv) Other Additional Matters. All required corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment No. 5
being reasonably satisfactory in form and substance to the Administrative
Agent, and receipt by the Administrative Agent of such other documents in
respect of the transactions contemplated hereby as it shall reasonably
request.



     Section 6. Ratification of Obligations, Etc. By its execution of this
Amendment No. 5, each of the Loan Parties (a) ratifies and reaffirms its
obligations under the Credit Agreement (as modified by this Amendment No. 5) to
the extent such Loan Party is a party thereto, and under the other Loan
Documents to which it is a party, in all respects, and confirms that each such
agreement to which it is a party is valid and enforceable against such Loan
Party as set forth in Section 4.4 of the Credit Agreement, (b) waives any
defense, right of set-off or claim against the Administrative Agent, any Lender
or their respective Affiliates, directors, officers, employees, agents,
attorneys and representatives to or arising under the Credit Agreement or the
other Loan Documents and hereby releases the Administrative Agent, each Lender
and their respective affiliates, directors, officers, employees, agents,
attorneys and representatives from any liability thereunder or related thereto
and (c) agrees that there are no oral agreements or understandings among such
Loan Party and the Administrative Agent or any Lender relating to this
Amendment No. 5, the Credit Agreement or any other Loan Document.



     Section 7. Limited Waiver; Reservation of Rights. Except as herein
provided, the Credit Agreement shall remain unchanged and in full force and
effect; provided that, except as provided in Section 3 of this Amendment No. 5,
nothing herein shall constitute a waiver of, or any agreement to provide a
waiver of, any existing or future Default or Event of Default. Notwithstanding
anything contained herein to the contrary (except as expressly provided in
Section 3 of this Amendment No. 5), the Administrative Agent and the Lenders
reserve all of its or their respective rights, powers, privileges and remedies
under or in respect of the Credit



Amendment No. 5



 









 





-12-



Agreement and the other Loan Documents, at law, in equity or otherwise in
connection with the obligations owing by the Loan Parties thereunder, and all
collateral security and/or guarantees therefor, all of which are expressly
reserved. This Amendment No. 5 shall not be deemed or otherwise construed to
be a commitment or any other undertaking or expression of any willingness to
engage in any further discussion with the Borrower, any other Loan Party or any
other Person with respect to any waiver, amendment, modification or any other
change to the Credit Agreement or the other Loan Documents or any rights or
remedies arising in favor of the Lenders or the Administrative Agent, or any of
them, under or with respect to any such documents; or to be a waiver of, or
consent to or a modification or amendment of, any other term or condition of
any other agreement by and among the Loan Parties, on the one hand, and the
Administrative Agent and the Lenders (or any of them), on the other hand.
Neither the requirements of good faith and fair dealing nor any other theory,
concept or argument shall require any Lender to (i) impart upon the Borrower or
any other Loan Party any further or greater benefits, (ii) suffer any prejudice
or impairment of any kind whatsoever or (iii) tolerate any noncompliance with
this Amendment No. 5 and the Loan Documents, because each Lender has bargained
for and given valuable consideration for this Amendment No. 5 and the Loan
Documents and its creation of express, explicit and objective limits of what
benefits each Lender is willing to provide to the Borrower and the other Loan
Parties, and what, in return, the Borrower and the other Loan Parties are
required to provide to each Lender. This Amendment No. 5 and the Loan
Documents provide a clear statement of each Lender’s requirements and
obligations and create an agreed upon standard of performance upon which each
Lender and the Administrative Agent are entitled to rely in exercising and
enforcing their respective remedies under the Credit Agreement and the other
Loan Documents.



     Section 8. Acknowledgment and Release. (a) Each of the Loan Parties
acknowledges that neither the Administrative Agent nor any Lender has at any
time directed or participated in any aspect of the management of the Loan
Parties or any of their respective Affiliates or the conduct of the businesses
of the Loan Parties, or any of their respective Affiliates, and the Loan
Parties, and any of their respective Affiliates, have made all of their
respective business decisions independently of the Administrative Agent or any
Lender. Notwithstanding any other provision of this Amendment No. 5 or the
Credit Agreement, or any other contract or instrument between the Loan Parties,
or any of their respective Affiliates, on the one hand, and the Administrative
Agent and the Lenders, or any of them, on the other hand: (i) the relationship
between the Administrative Agent or any Lender, on the one hand, and each of
the Loan Parties, or any of their respective Affiliates, on the other hand,
shall be limited to the relationship of a lender to a borrower in a commercial
loan transaction; (ii) neither the Administrative Agent nor any Lender is or
shall be construed as a partner, joint venturer, alter-ego, manager,
controlling person or other business associate or participant of any kind of
the Loan Parties, or any of their respective Affiliates (or any other Person),
and neither the Administrative Agent nor any Lender intends to assume any such
status at any time; and (iii) neither the Administrative Agent nor any Lender
shall be deemed responsible for (or a participant in) any acts, omissions or
decisions of the Loan Parties, or any of their respective Affiliates, or any
other Lender or, in the case of Lenders, the Administrative Agent.



     (b) Each of the Loan Parties further acknowledge and agree that they have
no claims, demands, damages, suits, cross complaints, counterclaims,
conditions, causes of action, debts, offsets, disgorgements or assertions of
any kind or nature whatsoever, whether known or



Amendment No. 5



 









 





-13-



unknown, and whenever or however arising that can be asserted to reduce or
eliminate all or any part of their respective liability to repay all amounts
owed under the Loan Documents, or to seek any affirmative relief or damages of
any kind or nature from the Administrative Agent or Lenders, or any of them,
that arises out of or relates to any Prior Event (the “Claims”), and to the
extent any such Claims exist, they are fully and forever released as provided
in paragraph (c) below. As used herein the term “Prior Event” means any
transaction, event, circumstances, action, failure to act or occurrence of any
sort or type, whether known or unknown, which occurred, existed, was taken,
permitted or begun prior to the execution of this Amendment No. 5 or occurred,
existed, was taken, permitted or begun in accordance with, pursuant to or by
virtue of any terms of this Amendment No. 5, the Credit Agreement, the other
Loan Documents, the transactions referred to herein and/or therein, or oral or
written agreement relating to any of the foregoing, including without
limitation any approval or acceptance given or denied.



     (c) Each of the Loan Parties, on behalf of itself, and any Person
claiming by, through, or under any of the Loan Parties, (each a “Releasing
Party” and collectively the “Releasing Parties”) hereby releases, remises,
waives and forever discharges the Administrative Agent, the Lenders and any or
all of their respective subsidiaries, Affiliates, directors, officers,
employees, agents, attorneys, financial advisors, representatives, successors
and assigns, from any and all Claims. This Section 8 shall survive the
termination of this Amendment No. 5 or any Loan Document. Each Releasing Party
has been advised by counsel with respect to the release contained in this
Section 8. Each Releasing Party hereby affirms its intent to waive unknown
claims and to waive any statutory protection available in any applicable
jurisdiction with respect thereto.



     Section 9. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 5 may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument and any of the
parties hereto may execute this Amendment No. 5 by signing any such
counterpart. Delivery of an executed signature page of this Amendment No. 5 by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. This Amendment No. 5 shall be governed by, and construed
in accordance with, the law of the State of New York.



Amendment No. 5



 









 




-14-


     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to
be duly executed and delivered as of the day and year first above written.

	 	 	 	 	 
	 	DOANE PET CARE ENTERPRISES, INC.

 	 
	 	By:  	/s/ PHILIP K. WOODLIEF	 
	 	 	Name:  	Philip K. Woodlief	 
	 	 	Title:  	VP & CFO	 
	 
	 	DOANE PET CARE COMPANY

 	 
	 	By:  	/s/ PHILIP K. WOODLIEF	 
	 	 	Name:  	Philip K. Woodlief	 
	 	 	Title:  	VP & CFO	 
	 
	 	DOANE/WINDY HILL JOINT VENTURE L.L.C.

 	 
	 	By:  	Doane Pet Care Company,
 	 
	 	 	its sole member 	 
	 	 	 	 	 
	 	By:  	/s/ PHILIP K. WOODLIEF	 
	 	 	Name:  	Philip K. Woodlief	 
	 	 	Title:  	VP & CFO	 
	 
	 	DPC INVESTMENT CORP.

 	 
	 	By:  	/s/ PHILIP K. WOODLIEF	 
	 	 	Name:  	Philip K. Woodlief	 
	 	 	Title:  	VP & CFO	 
	 




Amendment No. 5



 









 




-15-

	 	 	 	 	 
	 	JPMORGAN CHASE BANK,



as Administrative Agent

 	 
	 	By:  	/s/ KATHRYN A. DUNCAN	 
	 	 	Name:  	Kathryn A. Duncan	 
	 	 	Title:  	Vice President	 
	 




Amendment No. 5



 









 





ANNEX A




PRICING GRID



	 	 	 	 	 
	Revolving Credit Loans	 	 	 	 
	and Tranche A Dollar	 	 	 	 
	Term Loans:
	 	 	 	 
	ABR Loans
	 	 	4.00	%
	Eurodollar Loans
	 	 	5.00	%
	Tranche A Euro Term Loans:
	 	 	5.00	%
	Tranche B Term Loans:
	 	 	 	 
	ABR Loans
	 	 	4.00	%
	Eurodollar Loans
	 	 	5.00	%
	Tranche C Term Loans:
	 	 	 	 
	ABR Loans
	 	 	4.00	%
	Eurodollar Loans
	 	 	5.00	%
	Commitment Fee Rate:
	 	 	1.00	%







Amendment No. 5



 









 





SCHEDULE 1.1A




REVOLVING COMMITMENTS



	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	Revolving Commitment
	 	 	Commitment	 	as of Amendment No. 5
	 	 	Immediately Prior	 	Effective Date (after
	 	 	to Amendment No. 5	 	giving effect to
	Lender
	 	Effective Date
	 	Amendment No. 5)

	JPMorgan Chase Bank
	 	$	5,828,572.20	 	 	$	4,857,143.50	 
	Banc of America Strategic Solutions, Inc.
	 	$	4,185,714.20	 	 	$	3,488,095.17	 
	Bank of America, N.A.
	 	$	100,000.00	 	 	$	83,333.33	 
	Harris Trust & Savings Bank
	 	$	6,857,142.85	 	 	$	5,714,285.71	 
	Firstrust Bank
	 	$	2,571,428.40	 	 	$	2,142,857.00	 
	Fleet National Bank
	 	$	6,171,428.40	 	 	$	5,142,857.00	 
	General Electric Capital Corporation
	 	$	5,142,857.08	 	 	$	4,285,714.23	 
	Archimedes Funding III, Ltd.
	 	$	1,085,714.20	 	 	$	904,761.83	 
	Nemean CLO, Ltd.
	 	$	3,200,000.00	 	 	$	2,666,666.67	 
	Master Senior Floating Rate Trust
	 	$	4,285,714.20	 	 	$	3,571,428.50	 
	Oak Hill Credit Partners III, Limited
	 	$	5,142,857.08	 	 	$	4,285,714.23	 
	Addison CDO, Limited
	 	$	2,223,109.54	 	 	$	1,852,590.45	 
	Delano Company
	 	$	1,378,954.47	 	 	$	1,149,128.73	 
	Royalton Company
	 	$	683,651.18	 	 	$	569,709.32	 
	U.S. Bank National Association
	 	$	6,857,142.99	 	 	$	5,714,285.83	 
	Van Kampen CLO I, Limited
	 	$	627,505.96	 	 	$	522,921.63	 
	Van Kampen Senior Income Trust
	 	$	1,829,104.12	 	 	$	1,524,253.43	 
	Van Kampen Senior Loan Fund
	 	$	1,829,104.12	 	 	$	1,524,253.43	 
	Total:
	 	$	60,000,000.00	 	 	$	50,000,000.00	 







Amendment No. 5



 









 





Schedule 4.15

to Credit Agreement




SUBSIDIARIES




Restricted Subsidiaries:



	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Percentage	 	 
	Name
	 	Formation
	 	Owned
	 	Owner

	DPC Investment Corp. (formerly known
as Doane/Windy Hill Joint Venture
Corp.)

	 	Delaware
	 	 	100	%	 	Borrower
	Doane/Windy Hill Joint Venture LLC

	 	Texas
	 	 	100	%	 	Borrower
	Doane Pet Care (Europe) ApS

	 	Denmark
	 	 	100	%	 	DPC Investment Corp.
	A/S Arovit Pet Food

	 	Denmark
	 	 	100	%	 	Doane Pet Care

(Europe) APS
	DPC International Limited

	 	United Kingdom
	 	 	100	%	 	Arovit
	Ipes Iberica, S.A. (formerly known
as Doane Pet Care Spain, S.L.)

	 	Spain
	 	 	100	%	 	DPC Int’l Ltd.
	Doane Pet Care (UK) Limited

	 	United Kingdom
	 	 	100	%	 	DPC Int’l Ltd.
	Arovit Petfood Deutschland G.m.b.H.

	 	German
	 	 	100	%	 	Arovit
	A/S Arovit Petfood Norway

	 	Norway
	 	 	100	%	 	Arovit
	Arovit Petfood France s.a.r.l.

	 	France
	 	 	100	%	 	Arovit
	Arovit Petfood Italia S.R.L.

	 	Italy
	 	 	100	%	 	Arovit
	Arovit Petfood Spain, S.A.

	 	Spain
	 	 	100	%	 	Arovit
	Arovit Petfood UK Ltd.

	 	United Kingdom
	 	 	100	%	 	Arovit
	Arovit Petfood Benelux B.V.

	 	The Netherlands
	 	 	100	%	 	Arovit
	Carat Tiernahrungsgesellschaft m.b.H.

	 	Austria
	 	 	100	%	 	Arovit
	*Pyramid Pet Equipment ApS

	 	Denmark
	 	 	100	%	 	Arovit
	*Doane Int’l Pet Products LLC

	 	Delaware
	 	 	50	%** 	 	Borrower





*Unrestricted Subsidiary


**Does not include 25% ownership put to Borrower but not yet closed.














 






Schedule 7.3(f)

to Credit Agreement




EXISTING LIENS




Doane Pet Care Company




Liens securing Ottawa IDB




Liens securing Clinton IDB




	 	 	 	 	 
	Jurisdiction
	 	Secured Party
	 	Filing Information

	Secretary of State of Alabama

	 	First American National Bank
	 	1999-15765 filed 4/13/99
	 
	 	 	 	 
	 

	 	MDFC Equipment Leasing Corp.
	 	1999-40058 filed 9/23/99
	 
	 	 	 	 
	Secretary of State of Georgia

	 	MDFC Equipment Leasing
	 	7-99-009919 filed 9/23/99
	 
	 	 	 	 
	Secretary of State of Indiana

	 	First American National Bank
	 	2251466 filed 4/19/99
	 
	 	 	 	 
	Secretary of State of Iowa

	 	MDFC Equipment Leasing
	 	P043465 filed 9/23/99
	 
	 	 	 	 
	Secretary of State of Louisiana

	 	MDFC Equipment Leasing
	 	09-981103 filed 9/29/99
	 
	 	 	 	 
	Secretary of State of Minnesota

	 	MDFC Equipment Leasing
	 	2181593 filed 12/1/99
	 
	 	 	 	 
	Secretary of State of Missouri

	 	Newcourt Communications
Finance Corp.
	 	 3031556 filed 5/4/99
	 
	 	 	 	 
	 

	 	MDFC Equipment Leasing
	 	3077893 filed 9/23/99
	 
	 	 	 	 
	Bates County, Missouri

	 	MDFC Equipment Leasing
	 	42908 filed 4/13/99
	 
	 	 	 	 
	Jasper County, Missouri

	 	Newcourt Communications
Finance Corp.
	 	 983 filed 5/4/99
	 
	 	 	 	 
	 

	 	MDFC Equipment Leasing Corp.
	 	2179 filed 9/24/99
	 
	 	 	 	 
	Secretary of State of New York

	 	Jefferson Smurfit Corp.
	 	 080656 filed 4/22/96
	 
	 	 	 	 
	Rockland County, New York

	 	Jefferson Smurfit Corp.
	 	 96-1157 filed 4/22/96
	 
	 	 	 	 
	Secretary of State of Ohio

	 	MDFC Equipment Leasing
	 	AP0181369 filed 9/20/99
	 
	 	 	 	 
	Fayette County, Ohio

	 	MDFC Equipment Leasing
	 	99-1864 filed 9/24/99
	 
	 	 	 	 
	Oklahoma County Clerk

	 	Bank of Oklahoma NA
	 	012815 filed 4/13/97 and N005769 filed 7/24/98
	 
	 	 	 	 
	 

	 	MDFC Equipment Leasing
	 	0059802 filed 12/22/98; 0059805 filed 12/22/98;
	 

	 	 	 	0005507 filed 2/5/99; N0001627 filed 2/17/99;
	 

	 	 	 	N0001863 filed 2/24/99; N0007005 filed 9/27/99;
	 

	 	 	 	and 0001592 filed 1/6/00
	 
	 	 	 	 
	Secretary of State of the
	 	 	 	 
	Commonwealth of Pennsylvania

	 	MDFC Equipment Leasing
	 	30751637 filed 9/23/99 and 30751640 filed 9/23/99
	 
	 	 	 	 
	Prothonotary of Fayette County,
	 	 	 	 
	Pennsylvania

	 	MDFC Equipment Leasing
	 	842-1999ST filed 9/24/99
	 
	 	 	 	 
	Prothonotary of Lehigh County,
	 	 	 	 
	Pennsylvania

	 	MDFC Equipment Leasing
	 	99UC- 1522 filed 9/24/99
	 
	 	 	 	 
	Secretary
of State of South Carolina

	 	MDFC Equipment Leasing
	 	990923-102302A filed 9/23/99
	 
	 	 	 	 
	Secretary of State of Tennessee

	 	MDFC Equipment Leasing
	 	983613803 filed 11/12/98; 983619429 filed
	 

	 	 	 	12/10/98; 983619430 filed 12/10/98; 993002515
	 

	 	 	 	filed 1/13/99; 992007494 filed 2/10/99;
	 

	 	 	 	993007332 filed 2/22/99; 993048572 filed
	 

	 	 	 	9/23/99; 993062549 filed 12/1/99; and 300000211
	 

	 	 	 	filed 1/4/00
	 
	 	 	 	 
	 

	 	First American National Bank
	 	991001503 filed 4/13/99; 991001525 filed 4/13/99
	 

	 	 	 	and 991001526 file 4/13/99
	 
	 	 	 	 
	Secretary of State of Virginia

	 	MDFC Equipment Leasing
	 	9911127296 filed 11/12/99
	 
	 	 	 	 
	Prince William County, Virginia

	 	MDFC Equipment Leasing
	 	058834 filed 9/24/99







Subsidiaries



Indebtedness of Arovit described in Section 7.2(e).



Indebtedness of Ipes and Arovit reflected in financial statements related to
FIH Loan Agreement dated January 24, 2002 for loans in an original principal
amount of €11 million and secured by Liens on certain assets of Arovit and
Ipes.




 









 





Schedule 7.5

to Credit Agreement




PERMITTED DISPOSITIONS




Plants and Related Property at following sites:




Vrä Facility in Denmark owned by Arovit




Capital Stock of any of the Unrestricted Subsidiaries




 









 





Schedule 7.8(j)

to Credit Agreement




EXISTING JOINT VENTURES




	 	 	 	 	 	 	 	 	 
	 	 	Jurisdiction of	 	Percentage
	Name
	 	Formation
	 	Owned

	Effeffe SpA
	 	Italy	 	 	50	%








 










 





EXHIBIT A



LENDER CONSENT



     Reference is made to the Amended and Restated Credit Agreement dated as of
May 8, 2000 (as amended and in effect from time to time, the “Credit
Agreement”) 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 thereto (the “Lenders”) and JPMORGAN CHASE BANK, as administrative
agent (in such capacity, the “Administrative Agent”), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by the
Lenders to the Borrower. Capitalized terms used and not otherwise defined
herein are deemed to have the respective meanings assigned to such terms in the
Credit Agreement.



     The undersigned Lender party to the Credit Agreement hereby (i) consents
to Amendment No. 5 to the Credit Agreement, dated as of March 9, 2004 and
effective as of the date thereof, substantially in the form to which this
Lender Consent is attached (“Amendment No. 5”) and (ii) authorizes and directs
the Administrative Agent to execute and deliver Amendment No. 5 on behalf of
such Lender.



	 	 
	Full Name of Lender:
	









	 	 	 
	By:
	

	 
	Name:
	

	 
	Title:
	

	 







Date: March    , 2004