exv4w2



 




Exhibit
4.2




[FACE OF 144A GLOBAL SECURITY]




DOANE PET CARE COMPANY




10 5/8% SENIOR SUBORDINATED NOTE DUE 2015




	 	 	 
	 

	 	CUSIP NO. 256006 AE 7
	 
	 	 
	No. R-1

	 	Principal Amount $151,925,000






     Doane Pet Care Company, a Delaware corporation, promises to pay to Cede & Co., or its
registered assigns, the principal sum of ONE HUNDRED FIFTY ONE MILLION NINE HUNDRED TWENTY FIVE
THOUSAND dollars on November 15, 2015.



     Interest Payment Dates: May 15 and November 15 commencing May 15, 2006.



     Record Dates: May 1 and November 1.



     Additional provisions of this Note are set forth on the other side of this Note.



Dated: October 24, 2005




 









 








	 	 	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:

	 	 
	 

	 	 	 	Title:	 	 






WILMINGTON TRUST COMPANY




as Trustee, certifies that this is one of the

          Securities referred to in the Indenture.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	Authorized Signatory

	 	 






 









 






[REVERSE OF 144A GLOBAL SECURITY]




DOANE PET CARE COMPANY




10 5/8% SENIOR SUBORDINATED NOTES DUE 2015



THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.



UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) (1) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF




 









 







REGULATION S UNDER THE UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL
ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT (BASED ON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE BLUE SKY
LAWS OF THE STATES OF THE UNITED STATES.



THIS SECURITY IS SUBORDINATED TO SENIOR INDEBTEDNESS, AS DEFINED IN THE INDENTURE (AS DEFINED
HEREIN), AND THE OBLIGATIONS OF EACH SUBSIDIARY GUARANTOR UNDER THE SUBSIDIARY GUARANTEE CONTAINED
IN THE INDENTURE ARE SUBORDINATED TO ALL SENIOR INDEBTEDNESS OF EACH SUCH SUBSIDIARY GUARANTOR.




     Capitalized terms used herein have the meanings assigned to them in the Indenture referred to
below unless otherwise indicated.



     (1) INTEREST. Doane Pet Care Company, a Delaware corporation (the “Company”),
promises to pay interest on the principal amount of this Security at 10 5/8% per annum from October
24, 2005 until maturity and shall pay the Additional Interest, if any, payable pursuant to Section
6 of the Registration Rights Agreement referred to below. The Company shall pay interest and
Additional Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest
Payment Date”). Interest on the Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of issuance; provided that
if there is no existing Default in the payment of interest, and if this Security is authenticated
between a record date referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided further, that the
first Interest Payment Date shall be May 15, 2006. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, at a rate that is 1% per annum in excess of the rate then in effect; it shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to any applicable grace
periods) from time to time on demand at the same rate as on overdue principal to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day months.



     (2) METHOD OF PAYMENT. The Company shall pay interest on the Securities (except
defaulted interest) to the Persons who are registered Holders of Securities at the close of
business on the May 1 or November 1 next preceding the Interest Payment Date, even if such
Securities are canceled after such record date and on or before such Interest Payment Date, except
as provided in Section 2.11 of the Indenture with respect to defaulted interest. The Securities
will be payable as to principal, premium, if any, and interest and



 









 




Additional Interest, if any, at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders at their addresses set forth in the register
of Holders; provided that payment by wire transfer of immediately available funds will be required
with respect to principal of and interest, and premium, if any, and Additional Interest, if any,
on, all Global Securities and all other Securities the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent. Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.




     (3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust Company, a Delaware
banking corporation (the “Trustee”), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without prior notice to any
Holder. The Company or any of its domestically incorporated Wholly-Owned Subsidiaries may act as
Paying Agent, Registrar, co-registrar or transfer agent.



     (4) INDENTURE. The Company issued the Securities under an Indenture dated as of
October 24, 2005 (the “Indenture”) among the Company, the Subsidiary Guarantors parties
thereto and the Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb) (the “Trust Indenture Act”). The Securities are subject
to all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are
unsecured obligations of the Company and may be issued in an unlimited principal amount.



     (5) OPTIONAL REDEMPTION.



     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company will not have the
option to redeem the Securities prior to November 15, 2010. On and after November 15, 2010, the
Company may at any time redeem all or, from time to time, part of the Securities, at the following
redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest
to the redemption date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during the 12-month period
beginning on November 15 of the years set forth below:



	 	 	 	 	 
	Year	 	Percentage	 
	2010
	 	 	105.313	%
	2011
	 	 	103.542	%
	2012
	 	 	101.771	%
	2013 and thereafter
	 	 	100.000	%






     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, prior to November
15, 2010, the Company may on any one or more occasions redeem up to 35% of the aggregate principal
amount of the Securities (including the Additional Securities, if any) with the Net Cash Proceeds
of one or more Equity Offerings at a redemption price of 110.625%



 









 




of the principal amount thereof, plus accrued and unpaid interest, if any, and Additional
Interest, if any, thereon, to, but not including, the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the relevant interest
payment date); provided, that:





     (1) at least 65% of the aggregate principal amount of the Securities (including the
Additional Securities, if any) remains outstanding after each such redemption; and




     (2) the redemption occurs within 90 days after the closing of such Equity Offering.



           (6) MANDATORY REDEMPTION.



           The Company is not required to make mandatory redemption payments or sinking fund payments
with respect to the Securities.



           (7) REPURCHASE AT OPTION OF HOLDER.



           (a) Upon the occurrence of a Change of Control, unless the Company has exercised its right to
redeem the Securities as described in Paragraph 5, each Holder shall have the right to require the
Company to repurchase (a “Change of Control Offer”) all or any part (equal to $2,000 and
integral multiples of $1,000 in excess thereof) of such Holder’s Securities at a purchase price in
cash equal to 101% of the principal amount thereof (the “Change of Control Payment”) plus
accrued and unpaid interest, if any, and Additional Interest, if any, to, but not including, the
date of purchase (the “Change of Control Payment Date”). Within 30 days following any
Change of Control, unless the Company has mailed a redemption notice with respect to all the
outstanding Securities in connection with such Change of Control, the Company shall mail a notice
to each Holder of record setting forth the procedures governing the Change of Control Offer as
required by the Indenture.



           (b) No later than the 361st day after an Asset Disposition (or, at the Company’s
option, such earlier date), if the aggregate amount of Excess Proceeds exceeds $10,000,000, the
Company shall make an offer to all Holders of Securities and all holders of other Pari Passu
Indebtedness containing provisions similar to those set forth in the Indenture with respect to
offers to purchase or redeem with the proceeds of sales of assets pursuant to Section 4.6 of the
Indenture



           (8) NOTICE OF REDEMPTION. The Company shall mail a notice of redemption by
first-class mail at least 30 days but not more than 60 days before a date for redemption of
Securities to each Holder whose Securities are to be redeemed at its registered address. If such
redemption is subject to satisfaction of one or more conditions precedent, such notice of
redemption shall describe each such condition or conditions, and if applicable, shall state that,
in the Company’s discretion, the redemption date may be delayed until such time as any or all
conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in
the event that any or all such conditions shall not have been satisfied by the redemption date as
stated in such notice, or by the redemption date as so delayed. Securities in denominations larger
than $2,000 may be redeemed in part but only in an integral multiple of



 









 




$1,000. On and after the redemption date, interest ceases to accrue on Securities or portions
thereof called for redemption.




           (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
transfer of Securities may be registered and Securities may be exchanged as provided in the
Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a Holder to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar or co-registrar shall
not be required to register the transfer of or exchange of (A) any Definitive Security selected for
redemption in whole or in part pursuant to Article III of the Indenture, except for the unredeemed
portion of any Definitive Security being redeemed in part or (B) any Security for a period
beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase or redeem
Securities and ending at the close of business on the day of such mailing or (2) 15 Business Days
before an Interest Payment Date and ending on such Interest Payment Date.



           (10) PERSONS DEEMED OWNERS. The registered Holder of a Security may be treated as its
owner for all purposes.



           (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture
and the Securities may be amended or supplemented with the written consent of the Holders of at
least a majority in outstanding principal amount of the Securities, voting as a single class, and
the Holders of a majority in principal amount of the outstanding Securities, voting as a single
class, by notice to the Trustee may waive an existing default or compliance with a provision of the
Indenture or the Securities, subject to certain exceptions. Without notice to or the consent of
any Holder, the Indenture or the Securities may be amended to cure any ambiguity, omission, defect
or inconsistency, to provide for the assumption by a Successor Company of the obligations of the
Company under the Indenture and the Securities or the obligations of a Subsidiary Guarantor under
its Subsidiary Guarantee, to provide for uncertificated Securities in addition to or in place of
certificated Securities, to add additional Guarantees with respect to the Securities including any
new Guarantees, to secure the Securities, to add to the covenants of the Company for the benefit of
the Holders or surrender any right or power conferred upon the Company, to make any change that
does not adversely affect the rights of any Holder, to comply with any requirement of the SEC in
connection with qualifying the Indenture under the Trust Indenture Act, to provide for the issuance
of the Exchange Securities, to provide for the issuance of Additional Securities in accordance with
the Indenture, to conform the text of the Indenture, the Subsidiary Guarantees or the Securities to
any provision of the “Description of Notes” in the Offering Memorandum to the extent that such
provision in the Description of Notes was intended to be a verbatim recitation of a provision of
the Indenture, the Subsidiary Guarantees or the Securities, or to evidence and provide for the
acceptance of an appointment of a successor Trustee.



           (12) DEFAULTS AND REMEDIES. Events of Default include: (i) the Company defaults in
any payment of interest or Additional Interest (as required by the Registration Rights Agreement)
on any Security when the same becomes due and payable, and such default continues for a period of
30 days, (ii) a default in the payment of principal of or



 









 




premium, if any, on any Security when due at its Stated Maturity, upon optional redemption,
upon required repurchase, upon declaration or otherwise, (iii) the Company or any Subsidiary
Guarantor fails to comply with Section 5.1 of the Indenture, (iv) the Company fails to comply for
30 days after written notice with any of its obligations under Article IV of the Indenture (other
than a failure to purchase Securities, which will constitute an Event of Default under clause (ii)
above), (v) the Company fails to comply with any of its agreements in the Securities or the
Indenture (other than those referred to in (i), (ii), (iii) or (iv) above) and such failure
continues for 60 days after the notice specified in the Indenture, (vi) Indebtedness of the Company
or any Restricted Subsidiary is not paid within any applicable grace period after final maturity or
is accelerated by the holders thereof because of a default and the total amount of such
Indebtedness unpaid or accelerated exceeds $15,000,000, and the default shall not have been cured
or the acceleration rescinded within a 10-day period, except with respect to Disqualified Capital
Stock pursuant to which the exclusive remedy of the holders thereof is additional seats on the
board of directors of the Company or a Subsidiary, (vii) certain events of bankruptcy, insolvency
or reorganization with respect to the Company or any of its Significant Subsidiaries set forth in
Sections 6.1(7) and (8) of the Indenture, (viii) any judgment or decree for the payment of money in
excess of $15,000,000, to the extent not covered by insurance, is rendered against the Company or a
Significant Subsidiary and the judgment or decree shall remain undischarged or unstayed for a
period of 60 days after it becomes final and non-appealable, or (ix) the failure of any Subsidiary
Guarantee to be in full force and effect, except as contemplated by the terms thereof, or the
denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or any
Subsidiary Guarantee if such default continues for 10 days. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency, all
outstanding Securities will become due and payable without further action or notice.




           Holders may not enforce the Indenture or the Securities except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the outstanding
Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee
may withhold from Holders notice of any Default or Event of Default that occurs and is continuing
(except a Default or Event of Default relating to the payment of principal of, premium, if any, or
interest or Additional Interest, if any, on any Security) if the Trustee determines that
withholding the notice is in the interests of Holders. The Holders of a majority in principal
amount of the outstanding Securities, voting as a single class, by notice to the Trustee may waive
an existing Default or Event of Default and its consequences under the Indenture except a
continuing Default or Event of Default in the payment of the principal of, or interest on, a
Security or a Default or Event of Default in respect of a provision that under Section 9.2 of the
Indenture cannot be amended without the consent of each Holder affected. The Company is required
to deliver to the Trustee annually an Officer’s Certificate regarding the Company’s compliance with
the Indenture, and the Company is required upon any Officer becoming aware of any Default or Event
of Default, to deliver to the Trustee an Officer’s Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect thereto.



           (13) SUBSIDIARY GUARANTEE. The obligations of the Company hereunder are jointly and
severally guaranteed on a senior subordinated basis by the Subsidiary



 









 




Guarantors.




           (14) SUBORDINATION. The Securities are unsecured obligations of the Company and
junior and subordinated in right of payment, in the manner and to the extent set forth in the
Indenture, to the prior payment in full in cash or Cash Equivalents of all Senior Indebtedness of
the Company, whether outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Subsidiary Guarantee by a Subsidiary Guarantor is junior and
subordinated to the prior payment in full in cash or Cash Equivalents of the Senior Indebtedness of
such Subsidiary Guarantor to the same extent and in the same manner as the Securities are junior
and subordinated to Senior Indebtedness of the Company. Each Holder by his acceptance hereof agrees
to be bound by such provisions and authorizes and expressly directs the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the subordination provided for in
the Indenture and appoints the Trustee his attorney-in-fact for such purposes.



           (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



           (16) NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator or stockholder, as such, of the Company, any Subsidiary or any Parent
Entity, as such, shall have any liability for any obligations of the Company under the Securities,
the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason
of, such obligations or their creation. By accepting a Security, each Holder waives and releases
all such liability. The waiver and release are part of the consideration for the issuance of the
Securities.



           (17) AUTHENTICATION. This Security will not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.



           (18) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



           (19) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL SECURITIES AND RESTRICTED
DEFINITIVE SECURITIES. In addition to the rights provided to Holders of Securities under the
Indenture, Holders of Restricted Global Securities and Restricted Definitive Securities will have
all the rights set forth in the Registration Rights Agreement dated as of October 24, 2005, among
the Company, the Subsidiary Guarantors and the other parties named on the signature pages thereof.



           (20) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Securities and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such



 









 




numbers either as printed on the Securities or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.




     The Company shall furnish to any Holder upon written request and without charge a copy of the
Indenture and/or the Registration Rights Agreement. Requests may be made to:



	 	 	 
	 

	 	Doane Pet Care Company
	 

	 	210 Westwood Place South, Suite 400
	 

	 	Brentwood, Tennessee 37027
	 

	 	Attention: Chief Financial Officer






 









 






ASSIGNMENT FORM




To assign this Security, fill in the form below:




(I) or (we) assign and transfer this Security to




 





(Insert assignee’s legal name)




 





(Insert assignee’s soc. sec. or tax I.D. no.)




 





(Print or type assignee’s name, address and zip code)



and irrevocably appoint                to transfer this Security on
the books of the Company. The agent may substitute another to act for him.




 






	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 





	 	 	 
	(Sign exactly as your name appears on the face of this Security)


	 	 






Signature Guarantee*:                                                             






 




			
	*	 	Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).




 









 










OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Security purchased by the Company pursuant to Section 4.6 or
4.8 of the Indenture, check the appropriate box below:



o
Section 4.6                            o Section 4.8




     If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 4.6 or Section 4.8 of the Indenture, state the amount you elect to have purchased:
$                                        



	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name
appears on the face of this Security)






Tax Identification No.:                                                             




Signature Guarantee*:                                                             






 




			
	*	 	Participant in a recognized Signature
Guarantee Medallion Program (or other signature guarantor acceptable to the
Trustee).




 









 






SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PRINCIPAL	 	 	 
	 	 	AMOUNT OF	 	 	AMOUNT OF	 	 	AMOUNT OF THIS	 	 	SIGNATURE OF
	 	 	DECREASE IN	 	 	INCREASE IN	 	 	GLOBAL	 	 	AUTHORIZED
	 	 	PRINCIPAL	 	 	PRINCIPAL	 	 	SECURITY	 	 	OFFICER OR
	 	 	AMOUNT OF THIS	 	 	AMOUNT OF THIS	 	 	FOLLOWING	 	 	TRUSTEE OR
	DATE OF	 	GLOBAL	 	 	GLOBAL	 	 	SUCH INCREASE	 	 	SECURITIES
	EXCHANGE	 	SECURITY	 	 	SECURITY	 	 	OR DECREASE	 	 	CUSTODIAN








 









 








NOTATION OF GUARANTEE




     For value received, each of the undersigned Subsidiary Guarantors (which term includes any
successor Persons under the Indenture) has, jointly and severally, with each other Subsidiary
Guarantor, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of October 24, 2005 (the “Indenture”) among Doane Pet
Care Company, (the “Company”), the Subsidiary Guarantors thereto and Wilmington Trust
Company, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of,
premium and Additional Interest, if any, and interest on the Securities (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal of and interest on the Securities, if any, if lawful, and
the due and punctual performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time
of payment or renewal of any Securities or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each of the
undersigned Subsidiary Guarantor to the Holders and to the Trustee pursuant to the Subsidiary
Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is
hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Subsidiary
Guarantee by a Subsidiary Guarantor is junior and subordinated in right of payment to all Senior
Indebtedness of such Subsidiary Guarantor to the same extent that the Securities are junior and
subordinated to Senior Indebtedness of the Company as set forth in Article XI of the Indenture and
reference is hereby made to the Indenture for the precise terms of the subordination of the
Subsidiary Guarantee. Each Holder of a Security, by accepting the same, (a) agrees to and shall be
bound by such provisions and (b) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be subject in right to payment upon any defeasance of this Security in accordance with the
provisions of the Indenture.



Dated: October 24, 2005



 









 





	 	 	 	 	 	 	 
	 	 	DOANE MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:

	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DOANE/WINDY HILL JOINT	 	 
	 	 	     VENTURE L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:

	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	DPC INVESTMENT CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	Name:

	 	 
	 

	 	 	 	Title: