exv10w12



 






Exhibit 10.12



EXECUTION COPY




 





$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 Sole Lead Arranger




HARRIS NESBITT CORP.,

as Syndication Agent




NATIONAL CITY BANK,

SUNTRUST BANK,

and

WELLS FARGO BANK NATIONAL ASSOCIATION

as Documentation Agents




Dated as of October 24, 2005




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	SECTION 1	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	DEFINITIONS	 	 	 	 
	1.1
	 	Defined Terms	 	 	1	 
	1.2
	 	Other Definitional Provisions	 	 	31	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 2	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	AMOUNT AND TERMS OF COMMITMENTS	 	 	 	 
	 
	 	 	 	 	 	 
	2.1
	 	Term Commitments	 	 	32	 
	2.2
	 	Procedure for Term Loan Borrowing	 	 	32	 
	2.3
	 	Repayment of Term Loans	 	 	33	 
	2.4
	 	Revolving Commitments	 	 	33	 
	2.5
	 	Procedure for Revolving Loan Borrowing	 	 	34	 
	2.6
	 	Swingline Commitment	 	 	35	 
	2.7
	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	 	 	35	 
	2.8
	 	Incremental Loans	 	 	37	 
	2.9
	 	Funding by Lenders, Borrowers; Presumptions by Administrative Agent	 	 	39	 
	2.10
	 	Commitment Fees, etc	 	 	40	 
	2.11
	 	Termination or Reduction of Commitments	 	 	40	 
	2.12
	 	Optional Prepayments	 	 	40	 
	2.13
	 	Early Termination; Mandatory Prepayments	 	 	41	 
	2.14
	 	Conversion and Continuation Options	 	 	43	 
	2.15
	 	Limitations on Eurocurrency Tranches	 	 	44	 
	2.16
	 	Interest Rates and Payment Dates	 	 	44	 
	2.17
	 	Computation of Interest and Fees	 	 	44	 
	2.18
	 	Inability to Determine Interest Rate	 	 	45	 
	2.19
	 	Pro Rata Treatment and Payments	 	 	46	 
	2.20
	 	Increased Costs	 	 	47	 
	2.21
	 	Taxes	 	 	48	 
	2.22
	 	Indemnity	 	 	50	 
	2.23
	 	Change of Lending Office	 	 	51	 
	2.24
	 	Replacement of Lenders	 	 	51	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 3	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	LETTERS OF CREDIT	 	 	 	 
	 
	 	 	 	 	 	 
	3.1
	 	L/C Commitment	 	 	52	 
	3.2
	 	Procedure for Issuance of Letter of Credit	 	 	52	 
	3.3
	 	Fees and Other Charges	 	 	53	 
	3.4
	 	L/C Participations	 	 	53	 






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	 	 	 	 	Page	 
	3.5
	 	Reimbursement Obligation of the Borrower	 	 	54	 
	3.6
	 	Obligations Absolute	 	 	55	 
	3.7
	 	Letter of Credit Payments	 	 	55	 
	3.8
	 	Applications	 	 	55	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 4	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	4.1
	 	Financial Condition	 	 	55	 
	4.2
	 	No Change	 	 	56	 
	4.3
	 	Corporate Existence; Compliance with Law	 	 	56	 
	4.4
	 	Corporate Power; Authorization; Enforceable Obligations	 	 	56	 
	4.5
	 	No Legal Bar	 	 	57	 
	4.6
	 	Litigation	 	 	57	 
	4.7
	 	No Default	 	 	57	 
	4.8
	 	Ownership of Property; Liens	 	 	57	 
	4.9
	 	Intellectual Property	 	 	58	 
	4.10
	 	Taxes	 	 	58	 
	4.11
	 	Federal Regulations	 	 	58	 
	4.12
	 	Labor Matters	 	 	59	 
	4.13
	 	ERISA	 	 	59	 
	4.14
	 	Investment Company Act; Other Regulations	 	 	59	 
	4.15
	 	Subsidiaries; Capitalization of the Borrower	 	 	59	 
	4.16
	 	Use of Proceeds	 	 	60	 
	4.17
	 	Environmental Matters	 	 	60	 
	4.18
	 	Accuracy of Information, etc	 	 	61	 
	4.19
	 	Security Documents	 	 	62	 
	4.20
	 	Solvency	 	 	62	 
	4.21
	 	Senior Indebtedness	 	 	62	 
	4.22
	 	Regulation H	 	 	62	 
	4.23
	 	Mortgaged Properties	 	 	63	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 5	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	CONDITIONS PRECEDENT	 	 	 	 
	 
	 	 	 	 	 	 
	5.1
	 	Conditions to Effectiveness	 	 	63	 
	5.2
	 	Conditions to Each Extension of Credit	 	 	67	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 6	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	AFFIRMATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	6.1
	 	Financial Statements	 	 	67	 
	6.2
	 	Certificates; Other Information	 	 	68	 
	6.3
	 	Payment of Obligations	 	 	69	 
	6.4
	 	Maintenance of Existence; Compliance	 	 	69	 






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	 	 	 	 	Page	 
	6.5
	 	Maintenance of Property; Insurance	 	 	70	 
	6.6
	 	Inspection of Property; Books and Records; Discussions	 	 	70	 
	6.7
	 	Notices	 	 	70	 
	6.8
	 	Environmental Laws	 	 	71	 
	6.9
	 	Interest Rate Protection	 	 	71	 
	6.10
	 	Additional Collateral, etc	 	 	71	 
	6.11
	 	Credit Ratings	 	 	73	 
	6.12
	 	Post-Closing Undertakings	 	 	73	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 7	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	NEGATIVE COVENANTS	 	 	 	 
	 
	 	 	 	 	 	 
	7.1
	 	Consolidated Senior Secured Debt Ratio	 	 	73	 
	7.2
	 	Indebtedness	 	 	73	 
	7.3
	 	Liens	 	 	75	 
	7.4
	 	Fundamental Changes	 	 	77	 
	7.5
	 	Disposition of Property	 	 	77	 
	7.6
	 	Restricted Payments	 	 	78	 
	7.7
	 	Capital Expenditures	 	 	80	 
	7.8
	 	Investments	 	 	80	 
	7.9
	 	Optional Payments and Modifications of Certain Debt Instruments	 	 	81	 
	7.10
	 	Transactions with Affiliates	 	 	81	 
	7.11
	 	Sales and Leasebacks	 	 	82	 
	7.12
	 	Changes in Fiscal Periods	 	 	82	 
	7.13
	 	Negative Pledge Clauses	 	 	82	 
	7.14
	 	Clauses Restricting Restricted Subsidiary Distributions	 	 	82	 
	7.15
	 	Lines of Business	 	 	82	 
	7.16
	 	Issuances of Preferred Stock	 	 	83	 
	7.17
	 	Speculative Transactions	 	 	83	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 8	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	EVENTS OF DEFAULT	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	SECTION 9	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	THE AGENTS	 	 	 	 
	 
	 	 	 	 	 	 
	9.1
	 	Appointment and Authority	 	 	86	 
	9.2
	 	Rights as a Lender	 	 	86	 
	9.3
	 	Exculpatory Provisions	 	 	86	 
	9.4
	 	Reliance by the Agent	 	 	87	 
	9.5
	 	Delegation of Duties	 	 	87	 
	9.6
	 	Resignation of Administrative Agent	 	 	88	 
	9.7
	 	Non-Reliance on Agents and Other Lenders	 	 	89	 
	9.8
	 	No Other Duties, etc	 	 	89	 
	9.9
	 	Authorization to Release Guarantees and Liens	 	 	89	 






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	 	 	 	 	Page	 
	 
	 	SECTION 10	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	10.1
	 	Amendments and Waivers	 	 	89	 
	10.2
	 	Notices	 	 	91	 
	10.3
	 	No Waiver; Cumulative Remedies	 	 	92	 
	10.4
	 	Survival	 	 	92	 
	10.5
	 	Expenses, Indemnity; Damage Waiver	 	 	93	 
	10.6
	 	Successors and Assigns; Participations and Assignments, Successors and Assigns Generally	 	 	94	 
	10.7
	 	Right of Set-off	 	 	99	 
	10.8
	 	Sharing of Payments by Lenders	 	 	99	 
	10.9
	 	Severability	 	 	100	 
	10.10
	 	Obligations Several; Independent Nature of the Lenders' Rights	 	 	100	 
	10.11
	 	Governing Law	 	 	100	 
	10.12
	 	Submission To Jurisdiction; Waivers	 	 	100	 
	10.13
	 	Acknowledgments	 	 	101	 
	10.14
	 	Confidentiality	 	 	101	 
	10.15
	 	Waiver of Jury Trial	 	 	102	 
	10.16
	 	Counterparts; Integration; Electronic Effectiveness	 	 	102	 
	10.17
	 	Maximum Amount	 	 	103	 
	10.18
	 	Judgment Currency	 	 	103	 
	10.19
	 	USA Patriot Act	 	 	104	 
	10.20
	 	Delivery of Lender Addenda	 	 	104	 






-iv-









 






	 	 	 
	ANNEX:
	 	 
	 
	 	 
	A
	 	Pricing Grid
	 
	 	 
	SCHEDULES:
	 	 
	 
	 	 
	4.1
	 	Material Leases/Commitments
	4.4
	 	Consents, Authorizations, Filings and Notices
	4.6
	 	Litigation; Claims
	4.8
	 	Real Property
	4.9
	 	Intellectual Property Claims
	4.13
	 	ERISA Terminations
	4.15(a)
	 	Subsidiaries
	4.15(b)
	 	Capitalization
	4.19(a)
	 	UCC Filing Jurisdictions
	4.19(b)
	 	Mortgage Filing Jurisdictions
	4.22
	 	Flood Zone Properties
	5.1(k)(i)
	 	Certain Properties: Mortgages
	5.1(k)(v)
	 	Certain Properties: Title Reports
	5.1(k)(vi)
	 	Certain Properties: Title Insurance
	5.1(k)(vii)
	 	Certain Properties: Surveys
	7.2(d)
	 	Existing Indebtedness
	7.3(f)
	 	Existing Liens
	7.5(d)
	 	Permitted Dispositions
	7.8(j)
	 	Existing Joint Ventures
	7.10
	 	Transactions with Affiliates
	7.14
	 	Restrictive Agreements
	 
	 	 
	EXHIBITS:
	 	 
	 
	 	 
	A
	 	Form of Guarantee and Collateral Agreement
	B
	 	Form of Compliance Certificate
	C
	 	Form of Secretary’s Certificate
	D
	 	Form of Mortgage
	E
	 	Form of Assignment and Assumption
	F
	 	Form of Legal Opinion of Counsel for the Borrower
	G
	 	Financial Condition Certificate
	H-1
	 	Form of Dollar Term Note
	H-2
	 	Form of Euro Term Note
	H-3
	 	Form of Revolving Note
	H-4
	 	Form of Swingline Note
	I
	 	Form of Lender Addendum






-v-









 






          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”).




R E C I T A L S




          WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth
for such terms in Section 1;




          WHEREAS, the Lenders have agreed, severally and not jointly, to extend certain credit
facilities to the Borrower, in an initial aggregate amount of $210,000,000, consisting of
$160,000,000 aggregate principal amount of Term Loans and $50,000,000 aggregate principal amount of
Revolving Commitments, for the purposes set forth herein;




          WHEREAS, the Borrower has agreed to secure all of its Obligations by granting to the
Collateral Agent, for the benefit of Secured Parties, a first priority Lien on substantially all of
its assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and
65% of all the Capital Stock of each of its “first-tier” Foreign Subsidiaries, subject in each case
to liens permitted herein;




          WHEREAS, the Guarantors (other than Holdings) have agreed to guarantee the obligations of the
Borrower hereunder and to secure their respective Obligations by granting to the Collateral Agent,
for the benefit of Secured Parties, a first priority Lien on substantially all of their respective
assets, including a pledge of all of the Capital Stock of each of their respective Domestic
Subsidiaries (other than Doane International Pet Products LLC to the extent such pledge is
prohibited by its limited liability company agreement) and 65% of all the Capital Stock of each of
their respective “first-tier” Foreign Subsidiaries; and




          WHEREAS, Holdings has agreed to guarantee the obligations of the Borrower hereunder and
certain other specified obligations, and each of Holdings and Wilchester Investments Limited, a
Jersey (Channel Islands) limited company (including its permitted successors and assigns,
“WIL”), have agreed to secure the obligations of the Borrower hereunder and such other
obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first
priority Lien on all of their respective interests in the Borrower.




          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:




SECTION 1




DEFINITIONS




     1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective
meanings set forth in this Section 1.1.



 









 





          “ABR”: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16
of 1%) equal to the greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus -1/2 of 1%. For purposes hereof, “Prime Rate”
shall mean the prime lending rate as set forth on the British Banking Association Telerate Page 5
(or such other comparable page as may, in the opinion of the Administrative Agent, replace such
page for the purpose of displaying such rate), as in effect from time to time. Any change in the
ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.




          “ABR Loans”: Loans the rate of interest applicable to which is based upon the ABR.




          “Acquisition”: the merger of the Acquisition Company with and into Holdings, with
Holdings being the surviving entity of such merger (and, after giving effect to the Acquisition,
all references herein to “Holdings” shall be references to such surviving entity).




          “Acquisition Company”: DPC Newco Inc., a Delaware corporation and an Affiliate of the
Sponsor.




          “Acquisition Agreement”: the Agreement and Plan of Merger dated as of August 28, 2005
among the Acquisition Company, Holdings and the Borrower.




          “Adjusted EURIBO Rate”: with respect to each day during each Interest Period
pertaining to a Euro Loan, a rate per annum determined for such day in accordance with the
following formula:




	 	 	 
	EURIBO Rate

 


1.00 - Eurocurrency Reserve Requirements






     “Adjusted LIBO Rate”: with respect to each day during each Interest Period pertaining
to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following
formula:



	 	 	 
	LIBO Rate

 


1.00 - Eurocurrency Reserve Requirements






          “Administrative Agent”: as defined in the preamble hereto (and including any
successors thereto).




          “Administrative Questionnaire”: an Administrative Questionnaire in a form supplied by
the Administrative Agent.




          “Affected Interest Period”: as defined in Section 2.18(a).




          “Affiliate”: with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.





-2-









 








          “Agents”: the collective reference to the Administrative Agent and the Collateral
Agent.




          “Agreement”: this Credit Agreement.




          “Applicable Margin”: (i) with respect to Term Loans that are (a) ABR Loans, 1.25% and
(b) Eurocurrency Loans, 2.25% and (ii) with respect to Revolving Loans, the applicable rate per
annum determined from time to time in accordance with the Pricing Grid.




          “Applicable Percentage”: (i) with respect to any Lender’s obligation to make Revolving
Loans or participate in Swingline Loans and Letters of Credit, the percentage of the Total
Revolving Commitments represented by such Lender’s Revolving Commitment, (ii) with respect to any
Lender’s obligation to make a Term Loan, the percentage of the aggregate Term Commitments
represented by such Lender’s Term Commitment, (iii) with respect to each Series and Class of
Incremental Loans and each Incremental Lender holding Incremental Loan Commitments of such Series
and Class, the percentage of the aggregate Incremental Loan Commitments of such Series and Class of
all of the Incremental Lenders holding Incremental Loans of such Series or Class represented by
such Lender’s Incremental Loan Commitment of such Series or Class and (iv) with respect to all
other matters, a fraction, expressed as a percentage, the numerator of which is equal to
the sum of (x) such Lender’s Revolving Commitment, or if the Revolving Commitments have terminated
or expired, such Lender’s Revolving Extensions of Credit, plus (y) the outstanding principal amount
of such Lender’s Term Loan, plus (z) the outstanding principal amount of such Incremental Lender’s
Incremental Loan or Incremental Commitment, as applicable, and the denominator of which is
equal to the sum of (x) the Total Revolving Commitments, or if the Revolving Commitments have
terminated or expired, the Total Revolving Extensions of Credit, plus (y) the outstanding principal
amount of the Term Loans, plus (z) the Total Incremental Revolving Commitment and/or the
outstanding principal amount of Incremental Term Loans, as applicable. The Applicable Percentages
shall be determined (a) giving effect to any assignments and (b) with Tranche B Euro Term Loans and
Euro-denominated Revolving Loans being converted at such time into Dollars solely for this purpose
at the Dollar Equivalent of such Tranche B Euro Term Loans or Euro-denominated Revolving Loans, as
applicable.




          “Application”: an application, in such form as an Issuing Bank may specify from time
to time, requesting such Issuing Bank to open a Letter of Credit.




          “Approved Fund”: any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.




          “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 clauses (a), (b), (c), (d), (e) or (f) of Section 7.5).






-3-









 








          “Assignment and Assumption”: an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.6),
and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form
approved by the Administrative Agent.




          “Available Revolving Commitment”: as to any Revolving Lender at any time, an amount
equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over
(b) such Lender’s Revolving Extensions of Credit then outstanding; provided that in
calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such
Lender’s Available Revolving Commitment pursuant to Section 2.10(a), (i) the aggregate principal
amount of Swingline Loans then outstanding shall be deemed to be zero and (ii) Euro-denominated
Revolving Loans shall be converted at such time into Dollars solely for this purpose at the Dollar
Equivalent of such Euro-denominated Revolving Loans.




          “Board”: the Board of Governors of the Federal Reserve System of the United States
(or any successor).




          “Borrower”: as defined in the preamble hereto.




          “Borrowing Date”: any Business Day specified by the Borrower as a date on which the
Borrower requests the relevant Lenders to make Loans hereunder.




          “Budgets”: as defined in Section 6.2(c).




          “Business”: as defined in Section 4.17(b).




          “Business Day”: a day other than a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to close; provided that with
respect to notices and determinations in connection with, and payments of principal and interest
on, and continuations and conversions of Eurodollar Loans or Euro Loans, such day is also a day for
trading by and between banks in Dollar or Euro deposits, as applicable, in the interbank
eurocurrency market.




          “Capital Expenditures”: for any period, the aggregate of all expenditures by the
Borrower and its Restricted Subsidiaries for the acquisition or leasing (pursuant to a capital
lease) of fixed or capital assets or additions to equipment (including replacements, capitalized
repairs and improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of the Borrower and its Restricted Subsidiaries, but excluding
expenditures made with Net Cash Proceeds received by the Borrower or any of its Restricted
Subsidiaries in connection with a Recovery Event that are not applied to prepay the Term Loans
pursuant to Section 2.13(c) as a result of the delivery of a Reinvestment Notice.




          “Capital Lease Obligations”: as to any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under GAAP and,
for the purposes of this Agreement, the amount of such obligations at any time shall be the
capitalized amount thereof at such time determined in accordance with GAAP.






-4-









 








          “Capital Stock”: any and all shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants, rights or options to purchase any
of the foregoing.




          “Cash Equivalents”: (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or issued by any agency thereof and backed by the full
faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank
deposits having maturities of six months or less from the date of acquisition issued by any Lender
or by any commercial bank organized under the laws of the United States or any state thereof having
combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by S&P or P-1 by Moody’s or F1 by Fitch IBCA, Inc., or carrying an equivalent rating
by a nationally recognized rating agency, if two of the named rating agencies cease publishing
short-term or commercial paper ratings generally, and maturing within six months from the date of
acquisition; (d) repurchase obligations of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than 30 days, with respect to securities
issued or fully guaranteed or insured by the United States government; (e) securities with
maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign government, the securities
of which state, commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated the highest rating applicable by S&P or by Moody’s; (f)
securities with maturities of six months or less from the date of acquisition backed by standby
letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this
definition; (g) marketable direct obligations issued by or unconditionally guaranteed by the
government of any member of the European Union or issued by any agency thereof and backed by the
full faith and credit of such government, in each case maturing within one year from the date of
acquisition; (h) certificates of deposit, time deposits or other deposit accounts in any currency
maintained in the ordinary course of business by the Borrower or any of its Foreign Subsidiaries in
any currency having maturities of six months or less from the date of creation or available on
demand with any banking entity or trust company organized in a country in which such Subsidiary is
doing business or in which it owns property; or (i) shares of money market mutual or similar funds
which invest exclusively in assets satisfying the requirements of clauses (a) through (h) of this
definition.




          “Certificate of Designations”: the Certificate of Amendment of Certificate of
Designations, Preferences and Rights of 14.25% Senior Exchangeable Preferred Stock due 2007 of
Doane Pet Care Company dated as of November 11, 1998.




          “Change in Law”: the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.





-5-









 








          “Change of Control”: (i) prior to the consummation of an initial public offering of
the Capital Stock of Holdings or any other Parent Entity (an “IPO”), the Principals become
the “beneficial owner,” as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), directly or indirectly, of less than 50% of the
voting power of the Voting Stock of the Borrower, whether as a result of issuance of securities of
Holdings or any other Parent Entity, as the case may be, any merger, consolidation, liquidation or
dissolution of Holdings or any other Parent Entity, as the case may be, any direct or indirect
transfer of securities by any Principal or otherwise and the Principals beneficially own, directly
or indirectly, in the aggregate Voting Stock representing a lesser percentage of the voting power
of the Borrower than any other “person” or “group” of related persons (as such terms are used in
Section 13(d) and 14(d) of the Exchange Act) (for purposes of this clause (i) and clause (ii)
below, the Principals will be deemed to beneficially own any Voting Stock of a person (the
“specified corporation”) held by any other person (the “parent corporation”) so long as the
Principals beneficially own, directly or indirectly, a majority of the voting power of the Voting
Stock of the parent corporation); or




          (ii) following the first IPO, (a) any “person,” as such term is used in Sections 13(d) and
14(d) of the Exchange Act, other than one or more Principals, is or becomes the beneficial owner,
as defined in clause (i) above (except that a person shall be deemed to have “beneficial ownership”
of all shares that any person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time) directly or indirectly, of more than 35% of the
total voting power of the Voting Stock of the Borrower and (b) the Principals beneficially own, as
defined in clause (i) above, directly or indirectly, in the aggregate less than 35% of the total
voting power of the Voting Stock of the Borrower (for purposes of this clause (ii), the other
person shall be deemed to beneficially own any Voting Stock of a specified corporation held by a
parent corporation, if the other person “beneficially owns,” as defined in this clause (ii),
directly or indirectly, more than 50% of the voting power of the Voting Stock of the parent
corporation); or




          (iii) during any period of two consecutive years, individuals who at the beginning of that
period constituted the board of directors of Holdings or the Borrower, together with any new
directors whose election by the board of directors of Holdings or the Borrower or whose nomination
for election by the shareholders of Holdings or the Borrower was approved by a vote of a majority
of the directors of Holdings or the Borrower then still in office who were either directors at the
beginning of that period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority of the respective board of directors of Holdings or
the Borrower then in office;




          (iv) a “Change of Control” (or comparable term) shall occur under the Existing Senior Notes
(other than in connection with the consummation of the Acquisition), the Senior Subordinated Notes
or any Permitted Refinancing Notes; or




          (v) Holdings or WIL shall cease to maintain the respective ownership percentages of each
class of the Capital Stock of the Borrower (other than any outstanding Existing Preferred Stock)
held by it as of the Closing Date (except as a result of any transfer by WIL to Holdings any such
Capital Stock pursuant to the Voting Agreement or any other transfer or issuance that does not
result in any decrease of such ownership percentage with respect to






-6-









 







Holdings’ ownership thereof),
or Holdings shall cease to control the Borrower or to have beneficial ownership of 100% of the
Capital Stock of the Borrower (other than any outstanding Existing Preferred Stock).




          “Class”: as to any Loan (or Commitment to make a Loan), whether such Loan is a
Revolving Loan, a Term Loan, an Incremental Revolving Loan, an Incremental Term Loan or a Swingline
Loan.




          “Clinton IDB”: the $9,000,000 The Oklahoma Development Finance Authority Industrial
Development Bonds, Series 1998 (Doane Products Company Clinton, Oklahoma Project) dated as of July
15, 1998 and all loan agreements, mortgages, security agreements, promissory notes executed and
delivered in connection therewith.




          “Closing Date”: the date (which shall not be later than November 11, 2005) on which
the conditions to the effectiveness of this Agreement set forth in Sections 5.1 and 5.2 shall have
been satisfied.




          “Code”: the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon
which a Lien is purported to be created by any Security Document.




          “Collateral Agent”: as defined in the preamble hereto (and including any successors
thereto).




          “Commitment”: as to any Lender, the sum of the Tranche B Term Dollar Commitment, the
Tranche B Term Euro Commitment, the Revolving Commitment and the Incremental Loan Commitment of
such Lender.




          “Commitment Fee Rate”: the rate per annum determined from time to time in accordance
with the Pricing Grid.




          “Commonly Controlled Entity”: an entity, whether or not incorporated, that is under
common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group
that includes the Borrower and that is treated as a single employer under Section 414 of the Code.




          “Compliance Certificate”: a certificate duly executed by a Responsible Officer
substantially in the form of Exhibit B.




          “Confidential Information Memorandum”: the Confidential Information Memorandum dated
September 2005 and furnished to the Lenders.




          “Consolidated Current Assets”: at any date, all amounts (other than cash and Cash
Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current
assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted
Subsidiaries at such date.






-7-









 








          “Consolidated Current Liabilities”: at any date, all amounts that would, in
conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like
caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such
date, but excluding (a) the current portion of any Funded Debt of the Borrower and its Restricted
Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of
Revolving Loans, Incremental Revolving Loans or Swingline Loans to the extent otherwise included
therein.




          “Consolidated EBITDA”: for any period, Consolidated Net Income for such period
plus, without duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b) Consolidated
Interest Expense, (c) non-cash depreciation and amortization expense, (d) any extraordinary,
unusual, transition or non-recurring expenses or losses (including, whether or not otherwise
includable as a separate item in the statement of such Consolidated Net Income for such period,
non-cash losses on sales of assets outside of the ordinary course of business) and (e) any other
non-cash charges (provided that any non-cash charges added back cannot be duplicated at the
time of the related cash payment) and minus, to the extent included in the statement of
such Consolidated Net Income for such period, the sum of (a) interest income, (b) any
extraordinary, unusual or non-recurring non-cash income or non-cash gains (including, whether or
not otherwise includable as a separate item in the statement of such Consolidated Net Income for
such period, gains on the sales of assets outside of the ordinary course of business) and (c) any
other non-cash income, all as determined on a consolidated basis. For the purposes of calculating
Consolidated EBITDA for any period (each, a “Reference Period”) pursuant to any
determination of the financial covenants, (i) if at any time during such Reference Period the
Borrower or any Restricted Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if
positive) attributable to the property that is the subject of such Material Disposition for such
Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative)
attributable thereto for such Reference Period and (ii) if during such Reference Period the
Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Consolidated EBITDA
for such Reference Period shall be calculated after giving pro forma effect thereto
as if such Material Acquisition occurred on the first day of such Reference Period, and after
giving effect to any credit received for certain costs and savings recognized by the SEC (the
“SEC Cost Savings”) associated with such Material Acquisition. As used in this definition,
“Material Acquisition” means any acquisition of property or series of related acquisitions
of property that (a) constitutes assets comprising all or substantially all of an operating unit of
a business or constitutes all or substantially all of the common stock of a Person and (b) involves
the payment of consideration by the Borrower and its Restricted Subsidiaries in excess of
$2,500,000 (or its equivalent in other currencies as of the date of such acquisition or the last of
the series of such acquisitions, as determined by the Borrower in good faith based on then
prevailing exchange rates); and “Material Disposition” means any Disposition of property or
series of related Dispositions of property that yields gross proceeds to the Borrower or any of its
Restricted Subsidiaries in excess of $2,500,000 (or its equivalent in other currencies as of
the date of such Disposition or the last of the series of such Dispositions, as determined by the
Borrower in good faith based on then prevailing exchange rates).






-8-









 








          “Consolidated Interest Expense”: for any period, total interest expense (including
that attributable to Capital Lease Obligations) of the Borrower and its Restricted Subsidiaries for
such period with respect to all outstanding Indebtedness of the Borrower and its Restricted
Subsidiaries (including net costs or net gains under Hedge Agreements in respect of interest rates
to the extent such net costs or net gains are allocable to such period in accordance with GAAP).




          “Consolidated Leverage Ratio”: as of the last day of any period of four consecutive
fiscal quarters, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA
for such period.




          “Consolidated Net Income”: for any period, the consolidated net income (or loss) of
the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person
accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or
consolidated with the Borrower or any of its Restricted Subsidiaries, except (i) any Unrestricted
Subsidiary of the Borrower that is redesignated as a Restricted Subsidiary at any time and (ii) as
provided in the penultimate sentence in the definition of “Consolidated EBITDA”, (b) the income (or
deficit) of any Person (other than a Restricted Subsidiary of the Borrower) in which the Borrower
or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Restricted Subsidiary in the form of dividends
or similar distributions and (c) the undistributed earnings of any Restricted Subsidiary of the
Borrower (other than any Guarantor) to the extent that the declaration or payment of dividends or
similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of
any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to
such Restricted Subsidiary. Notwithstanding anything herein to the contrary, solely for purposes
of determining Consolidated Net Income for each fiscal quarter, the Borrower will account for
commodity derivative instruments as “100% effective cash flow hedges” under Statement of Financial
Accounting Standards No. 133 issued by the Financial Accounting Standards Board and, in accordance
therewith, the gain or loss on the relevant commodity derivative instrument shall be classified
into earnings when the forecasted transaction affects the earnings of the Borrower and its
Restricted Subsidiaries.




          “Consolidated Senior Secured Debt”: as of any day, the then outstanding principal
balance of the Loans under this Agreement.




          “Consolidated Senior Secured Debt Ratio”: as of the last day of any period of four
consecutive fiscal quarters, the ratio of (a) Consolidated Senior Secured Debt on such day to (b)
Consolidated EBITDA for such period.




          “Consolidated Total Debt”: at any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Restricted Subsidiaries at such date (including any IDB but
excluding any contingent obligations under acceptance, letter of credit or similar facilities),
determined on a consolidated basis in accordance with GAAP, provided that the amount
of the Existing Senior Notes shall be calculated without regard to their fair market value.




          “Consolidated Working Capital”: at any date, the excess of Consolidated Current
Assets on such date over Consolidated Current Liabilities on such date.






-9-









 








          “Contractual Obligation”: as to any Person, any provision of any security issued by
such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.




          “Control”: the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” shall have correlative
meanings.




          “Currency Valuation Date”: the first Business Day of each calendar month.




          “Currency Valuation Notice”: as defined in Section 2.13(g)(i).




          “Default”: any of the events specified in Section 8, whether or not any requirement
for the giving of notice, the lapse of time, or both, has been satisfied.




          “Disposition”: with respect to any property, any sale, lease, sale and leaseback,
assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and
“Disposed of” shall have correlative meanings.




          “Dollar Equivalent”: at any time and with respect to any amount in Euros, the amount
of Dollars that would be required to purchase the amount of Euros at such time, based upon (and
determined by the Administrative Agent) the spot selling rate at which the Administrative Agent
offers to sell Euros for Dollars in the London foreign exchange market at approximately 11:00 a.m.,
London time, for delivery two Business Days later.




          “Dollar Term Note”: as defined in Section 2.3(b).




          “Dollars” and “$”: the lawful currency of the United States.




          “Domestic Joint Venture”: any joint venture of the Borrower organized under the laws
of any jurisdiction within the United States, but excluding any Subsidiary of the Borrower.




          “Domestic Subsidiary”: any Restricted Subsidiary of the Borrower organized under the
laws of any jurisdiction within the United States.




          “ECF Percentage”: for each fiscal year (commencing with the fiscal year ending
nearest to December 31, 2006), 75.0%; provided that if the Consolidated Senior Secured Debt
Ratio shall be less than 2.0 to 1.0 as at the last day of any such fiscal year, the ECF Percentage
shall be 50.0%.




          “Eligible Assignee”: (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund,
and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent,
(ii) in the case of any assignment of a Revolving Commitment, each Issuing Bank and the Swingline
Lender, and (iii) unless a Default or an Event of Default has occurred and is continuing, the
Borrower (each such approval with respect to clauses (i), (ii) and (iii) above not to be
unreasonably withheld or delayed); provided that, notwithstanding the foregoing, (x)
“Eligible Assignee” shall not include the Borrower or any of the Borrower’s Affiliates or





-10-









 







Subsidiaries and (y) no such consent of the Administrative Agent, any Issuing Bank, the Swingline
Lender or the Borrower shall be required with respect to assignments by LCPI.




          “EMU”: economic and monetary union in accordance with the Treaty of Rome 1957, as
amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of
1998, as amended from time to time.




          “EMU Legislation”: legislative measures of the European Council for the introduction
of, changeover to or operation of a single or unified European currency (whether known as the
“euro” or otherwise).




          “Environmental Laws”: any and all foreign, federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the environment, as now
or may at any time hereafter be in effect.




          “Equity Interests”: Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable
for, Capital Stock).




          “ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to
time.




          “EURIBO Rate”: with respect to each day during each Interest Period pertaining to a
Euro Loan, the rate per annum determined on the basis of the rate for deposits in Euros for a
period equal to such Interest Period commencing on the first day of such Interest Period appearing
on the appropriate Telerate Service page (or on any successor or substitute page of such Service,
or any successor to or substitute for such Service, as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable to Euro deposits in
the London interbank market) as of 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period, provided that in the event that such rate is not
available at such time for any reason, the “EURIBO Rate” shall be determined by reference
to such other comparable publicly available service for displaying Euro rates as may be selected by
the Administrative Agent.




          “Euro”: the single currency of Participating Member States introduced in accordance
with the provisions of EMU Legislation.




          “Euro Loans”: Loans denominated in Euros the rate of interest applicable to which is
based upon the EURIBO Rate.




          “Euro Revolving Credit Sublimit”: as defined in Section 2.4(a).




          “Euro Term Note”: as defined in Section 2.3(b).




          “Eurocurrency Loans”: Eurodollar Loans and Euro Loans.





-11-









 








          “Eurocurrency Reserve Requirements”: for each Interest Period for each Eurocurrency
Loan, the highest reserve percentage applicable to any Lender during such Interest Period under
regulations issued from time to time by the Board of Governors of the Federal Reserve System or any
successor for determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement), with respect to liabilities or
assets consisting of or including Eurocurrency liabilities having a term equal to such Interest
Period.




          “Eurodollar Loans”: Loans the rate of interest applicable to which is based upon the
LIBO Rate.




          “Event of Default”: any of the events specified in Section 8; provided that
any requirement for the giving of notice, the lapse of time, or both, has been satisfied.




          “Excess Cash Flow”: for any fiscal year of the Borrower (commencing with the fiscal
year ending nearest to December 31, 2006), the excess, if any, of (a) the sum, without duplication,
of (i) Consolidated Net Income for such fiscal year, (ii) an amount equal to the amount of all
non-cash charges (including depreciation and amortization) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, and
(iv) an amount equal to the aggregate net non cash loss on the Disposition of property by the
Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in
the ordinary course of business), to the extent deducted in arriving at such Consolidated Net
Income over (b) the sum, without duplication, of (i) an amount equal to the amount of all
non-cash credits included in arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on
account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in
connection with such expenditures and any such expenditures financed with the proceeds of any
Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Loans and
Swingline Loans during such fiscal year to the extent accompanying permanent optional reductions of
the Revolving Commitments and all optional prepayments of the Term Loans during such fiscal year,
(iv) the aggregate amount of all regularly scheduled principal payments of Funded Debt (including
the Term Loans) of the Borrower and its Restricted Subsidiaries made during such fiscal year (other
than in respect of any revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder), (v) increases in Consolidated Working Capital for such fiscal
year, and (vi) an amount equal to the aggregate net non-cash gain on the Disposition of property by
the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory
in
the ordinary course of business), to the extent included in arriving at such Consolidated Net
Income.




          “Excess Cash Flow Application Date”: as defined in Section 2.13(d).




          “Excluded Taxes”: with respect to the Administrative Agent, any Lender, any Issuing
Bank or any other recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),






-12-









 







by the jurisdiction
(or any political subdivision thereof) under the laws of which such recipient is organized or in
which its principal office is located or, in the case of any Lender, in which its applicable
lending office is located, (b) any branch profits taxes imposed by the United States or any similar
tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.24),
any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party hereto (or designates a new lending office) or is attributable to
such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply
with Section 2.21(e), except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to Section 2.21(a).




          “Existing Credit Facility”: the credit agreement dated as of November 5, 2004 among
Holdings, the Borrower, Credit Suisse First Boston, acting through its Cayman Islands Branch, and
certain other lenders.




          “Existing Preferred Stock”: the Borrower’s 14.25% Senior Exchangeable Preferred Stock
due 2007.




          “Existing Senior Note Indenture”: that certain indenture dated as of February 8, 2003
among the Borrower, as issuer, each of the guarantors named therein and Wilmington Trust Company,
as trustee, pursuant to which the Existing Senior Notes were issued.




          “Existing
Senior Notes”: the Borrower’s 10
3/4% Senior Notes due March 1, 2010 issued
pursuant to the Existing Senior Note Indenture.




          “Existing Senior Notes Change of Control Offer”: as defined in Section 5.1(o)(iv).




          “Existing
Senior Subordinated Notes”: the Borrower’s 9 3/4% Senior Subordinated Notes
due 2007 issued pursuant to that certain indenture dated as of November 12, 1998 among the
Borrower, as issuer, and Wilmington Trust Company, as trustee.




          “Facility”: each of (a) the Tranche B Dollar Term Commitments and the Tranche B
Dollar Term Loans made thereunder (the “Tranche B Dollar Term Facility”), (b) the Tranche B
Euro Term Commitments and the Tranche B Euro Term Loans made thereunder (the “Tranche B Euro
Term Facility” and, together with the Tranche B Dollar Term Facility, the “Term
Facility”), (c) the Revolving Commitments and the Revolving Extensions of Credit made
thereunder (the “Revolving Facility”), (d) if applicable, the Incremental Term Loan
Commitments of each Series and the Incremental Term Loans made thereunder (an “Incremental Term
Loan Facility”) and (e) if applicable, the Incremental Revolving Commitments of each Series and
the Incremental Revolving Loans made thereunder (an “Incremental Revolving Facility” and,
together with each Incremental Term Loan Facility, the “Incremental Facility”).






-13-









 








          “Fair Market Value”: the price that could be negotiated in an arm’s-length free
market transaction, for cash, between a willing seller and a willing buyer, neither of whom is
under undue pressure or compulsion to complete the transaction.




          “Federal Funds Effective Rate”: for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it.




          “Foreign Consolidated Current Liabilities”: as of the date of determination, the
aggregate amount of liabilities of the Foreign Subsidiaries which may properly be classified as
current liabilities (including taxes accrued as estimated), after eliminating (a) all intercompany
items between Foreign Subsidiaries and (b) the current portion of any long-term Indebtedness of
the Foreign Subsidiaries.




          “Foreign Consolidated Net Tangible Assets”: as of any date of determination, the sum
of the amounts that would appear on a consolidated balance sheet of the Foreign Subsidiaries as the
total assets (less accumulated depreciation, amortization, allowances for doubtful receivables,
other applicable reserves and other properly deductible items) of the Foreign Subsidiaries, after
giving effect to purchase accounting and after deducting therefrom Foreign Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of (without duplication): (a) excess
of cost over Fair Market Value of assets or businesses acquired, (b) revaluation or other write-up
in book value of assets subsequent to the last day of the fiscal quarter of the Borrower
immediately preceding the Closing Date as a result of a change in the method of valuation in
accordance with GAAP, (c) unamortized debt discount and expenses and other unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items, (d) minority interests in
consolidated Foreign Subsidiaries held by Persons other than the Borrower or any Subsidiary, (e)
treasury stock and (f) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital Stock to the extent such
obligation is not reflected in Foreign Consolidated Current Liabilities.




          “Foreign Joint Venture”: any joint venture of the Borrower that is not a Domestic
Joint Venture, but excluding any Subsidiary of the Borrower.




          “Foreign Lender”: any Lender that is organized under the laws of a jurisdiction other
than that in which the Borrower is resident for tax purposes. For purposes of this definition, the
United States, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




          “Foreign Subsidiary”: any Restricted Subsidiary of the Borrower that is not a
Domestic Subsidiary.




          “Funded Debt”: as to any Person, all Indebtedness of such Person that matures more
than one year from the date of its creation or matures within one year from such date but is




-14-









 







renewable or extendible, at the option of such Person, to a date more than one year from such date
or arises under a revolving credit or similar agreement that obligates the lender or lenders to
extend credit during a period of more than one year from such date, including all current
maturities and current sinking fund payments in respect of such Indebtedness whether or not
required to be paid within one year from the date of its creation and, in the case of the Borrower,
Indebtedness in respect of the Loans.




          “Funding Office”: such office of the Administrative Agent (or any successor
Administrative Agent) specified by the Administrative Agent (or such successor Administrative
Agent) in a written notice to the Borrower and the Lenders.




          “GAAP”: generally accepted accounting principles in the United States as in effect
from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the basis
of such principles in effect on the Closing Date and consistent with those used in the preparation
of the most recent audited financial statements delivered pursuant to Section 4.1(b) except for
those principles pursuant to FAS 150 as disclosed in Note 3 to such financial statements. In the
event that any “Accounting Change” (as defined below) shall occur and such change results in a
change in the method of calculation of financial covenants, standards or terms in this Agreement,
then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend
such provisions of this Agreement so as to equitably reflect such Accounting Changes with the
desired result that the criteria for evaluating the Borrower’s financial condition shall be the
same after such Accounting Changes as if such Accounting Changes had not been made. Until such
time as such an amendment shall have been executed and delivered by the Borrower, the
Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such Accounting Changes had not
occurred. “Accounting Changes” refers to changes in accounting principles required by the
promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if applicable, the
SEC.




          “Governmental Authority”: the government of the United States or any other nation, or
of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).




          “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement among
Holdings, the Borrower, each Domestic Subsidiary that is directly owned by the Borrower or another
Domestic Subsidiary, WIL and the Collateral Agent, substantially in the form of Exhibit A.




          “Guarantee Obligation”: as to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any
letter of credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary
obligations”)




-15-









 







of any other third Person (the “primary obligor”) in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any
such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation
or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss
in respect thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary course of business.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of
which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing
person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing person in good faith.




          “Guarantors”: the collective reference to Holdings and each of the Domestic
Subsidiaries party to the Guarantee and Collateral Agreement.




          “Hedge Agreements”: all interest rate swaps, caps or collar agreements or similar
arrangements providing for protection against fluctuations in interest rates or currency exchange
rates or the exchange of nominal interest obligations, either generally or under specific
contingencies.




          “Holdings”: as defined in the preamble hereto.




          “IDB”: industrial development bonds.




          “Incremental Facility”: as defined in the definition of “Facility” in this Section
1.1.




          “Incremental Lender”: a Lender with an Incremental Loan Commitment or an outstanding
Incremental Loan.




          “Incremental Loan”: an Incremental Revolving Loan or an Incremental Term Loan.




          “Incremental Loan Amendment”: any amendment to this Agreement pursuant to which
Incremental Loan Commitments of any Series are established pursuant to Section 2.8.




          “Incremental Loan Commitment”: an Incremental Revolving Commitment or an Incremental
Term Loan Commitment. The aggregate amount of the Incremental Loan Commitments on the Closing Date
is zero and at any time thereafter shall not exceed $100,000,000.






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          “Incremental Loan Note”: as defined in Section 2.8(d).




          “Incremental Revolving Commitment”: with respect to each Incremental Lender of any
Series, the commitment, if any, of such Lender to make Incremental Revolving Loans of such Series
hereunder. The initial amount of each Lender’s Incremental Revolving Commitment of any Series will
be specified in the Incremental Loan Amendment for such Series, or will be set forth in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Incremental
Revolving Commitment of such Series.




          “Incremental Revolving Facility”: as defined in the definition of “Facility” in this
Section 1.1.




          “Incremental Revolving Loan”: as defined in Section 2.8(a).




          “Incremental Revolving Termination Date”: with respect to the Incremental Revolving
Loans of any Series, the maturity date for such Incremental Revolving Loans of such Series as
specified in the Incremental Loan Amendment for such Series.




          “Incremental Term Loan”: as defined in Section 2.8(a).




          “Incremental Term Loan Commitment”: with respect to each Incremental Lender of any
Series, the commitment, if any, of such Lender to make Incremental Term Loans of such Series
hereunder. The initial amount of each Lender’s Incremental Term Loan Commitment of any Series will
be specified in the Incremental Loan Amendment for such Series, or will be set forth in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Incremental Term
Loan Commitment of such Series.




          “Incremental Term Loan Facility”: as defined in the definition of “Facility” in this
Section 1.1.




          “Incremental Term Loan Maturity Date”: with respect to the Incremental Term Loans of
any Series, the maturity date for such Incremental Term Loans of such Series as specified in the
Incremental Loan Amendment for such Series.




          “Incremental Term Loan Principal Payment Date”: for each Series of Incremental Term
Loans, the date or dates for repayment of such Incremental Term Loans as specified in the
Incremental Loan Amendment for such Series.




          “Indebtedness”: of any Person at any date, without duplication, (a) all indebtedness
of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than current trade payables incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures
or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such
Person (even though the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), (e) all Capital Lease
Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under acceptance, letter of credit or similar facilities, (g) all
Guarantee




-17-









 







Obligations of such Person in respect of obligations of the kind referred to in clauses
(a) through (f) above; (h) all obligations of the kind referred to in clauses (a) through (g) above
secured by (or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by
such Person, whether or not such Person has assumed or become liable for the payment of such
obligation; and (i) for the purposes of Section 8(e) only, all obligations of such Person in
respect of Hedge Agreements; provided that, notwithstanding anything herein to the
contrary, “Indebtedness” shall not include the Existing Preferred Stock. The amount of any
Indebtedness under (x) clause (h) above shall be equal to the lesser of (A) the stated amount of
the relevant obligations and (B) the fair market value of the property subject to the relevant Lien
and (y) clause (i) above shall be the net amount, including any net termination payments, required
to be paid to a counterparty rather than the notional amount of the applicable Hedge Agreement.




          “Indemnified Taxes”: Taxes other than Excluded Taxes.




          “Indemnitee”: as defined in Section 10.5(b).




          “Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of Section 4245 of ERISA.




          “Insolvent”: pertaining to a condition of Insolvency.




          “Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses,
trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or
in equity for any infringement or other impairment thereof, including the right to receive all
proceeds and damages therefrom.




          “Interest Payment Date”: (a) as to any ABR Loan, the last Business Day of each March,
June, September and December to occur while such Loan is outstanding and the final maturity date of
such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three months or less, the
last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer
than three months, each day that is three months, or a whole multiple thereof, after the first day
of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than
any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof.




          “Interest Period”: as to any Eurocurrency Loan, (a) initially, the period commencing
on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and
ending one, two, three or six months thereafter, as selected by the Borrower in its notice of
borrowing or notice of conversion, as the case may be, given with
respect thereto; and (b) thereafter, each period commencing on the last day of the immediately
preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six
months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent
not less than three Business Days prior to the last day of the then current Interest Period with





-18-









 







respect thereto; provided that all of the foregoing provisions relating to Interest Periods
are subject to the following:





     (i) if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless the result
of such extension would be to carry such Interest Period into another calendar month in
which event such Interest Period shall end on the immediately preceding Business Day;




     (ii) the Borrower may not select an Interest Period under a particular Facility that
would extend beyond the scheduled Revolving Termination Date or Incremental Revolving
Termination Date, or beyond the date final payment is due on the Term Loans or the
Incremental Term Loans, as applicable;




     (iii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of a calendar month; and




     (iv) the Borrower shall select Interest Periods so as not to require a payment or
prepayment of any Eurocurrency Loan prior to the last day of an Interest Period for such
Loan.



          “Interim Loans”: as defined in Section 7.2(e).




          “Investments”: as defined in Section 7.8.




          “Issuing Bank” Harris N.A., in its capacity as issuer of Letters of Credit hereunder,
and/or any other Revolving Lender that is reasonably acceptable to the Borrower and the
Administrative Agent, that agrees, pursuant to an agreement with and in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, to be bound by the terms
hereof applicable to an Issuing Bank.




          “Joint Venture”: any Domestic Joint Venture or Foreign Joint Venture.




          “LCPI”: as defined in the preamble hereto.




          “L/C Commitment”: $20,000,000.




          “L/C Disbursement”: a payment made by an Issuing Bank pursuant to a Letter of Credit.




          “L/C Exposure”: at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all L/C
Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.
The L/C Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the
total L/C Exposure at such time.






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          “L/C Fee Payment Date”: the last Business Day of each March, June, September and
December and the Revolving Termination Date.




          “L/C Obligations”: at any time, an amount equal to the sum of (a) the aggregate then
undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount
of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.




          “L/C Participants”: with respect to any Letter of Credit, the collective reference to
all the Revolving Lenders other than the Issuing Bank of such Letter of Credit.




          “Leased Real Property”: as defined in Section 4.8(b).




          “Lender Addendum”: with respect to any initial Lender, a Lender Addendum,
substantially in the form of Exhibit I, to be executed and delivered by such Lender on the Closing
Date as provided in Section 10.20.




          “Lenders”: as defined in the preamble hereto.




          “Letters of Credit”: as defined in Section 3.1(a).




          “LIBO Rate”: the rate per annum determined by the Administrative Agent at
approximately 11:00 A.M. (London time) on the date which is two Business Days prior to the
beginning of the relevant Interest Period (as specified in the applicable notice of borrowing or
the applicable notice of conversion) by reference to the British Bankers’ Association Interest
Settlement Rates for deposits in Dollars (as set forth by any service selected by the
Administrative Agent which has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates) for a period equal to such Interest
Period; provided that, to the extent that an interest rate is not ascertainable pursuant to
the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum
determined by the Administrative Agent to be the average of the rates per annum at which deposits
in Dollars are offered for such relevant Interest Period to major banks in the London interbank
market in London, England by the Administrative Agent at approximately 11:00 A.M. (London time) on
the date which is two Business Days prior to the beginning of such Interest Period.




          “Lien”: any deed of trust, mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security interest or similar
charge or any preference, priority or other security agreement or preferential arrangement of any
kind or nature whatsoever (including any conditional sale or other title retention agreement and
any capital lease having substantially the same economic effect as any of the foregoing).




          “Loan”: any loan made or maintained by any Lender pursuant to this Agreement.




          “Loan Documents”: this Agreement, the Security Documents, the Notes and the
Applications.




-20-









 








          “Loan Parties”: Holdings, the Borrower and each Restricted Subsidiary of the Borrower
that is a party to a Loan Document.




          “Majority Facility Lenders”: with respect to any Facility, the holders of more than
50% of the aggregate unpaid principal amount of the Term Loans, the Incremental Term Loans, the
Total Revolving Extensions of Credit or the Incremental Revolving Loans, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility or the Incremental
Revolving Facility, prior to any termination of the Revolving Commitments or the Incremental
Revolving Commitments, as the case may be, the holders of more than 50% of the Total Revolving
Commitments or the Total Incremental Revolving Commitments, as the case may be), with Tranche B
Euro Term Loans and Euro-denominated Revolving Loans being converted at such time into Dollars
solely for this purpose at the Dollar Equivalent of such Tranche B Euro Term Loans or
Euro-denominated Revolving Loans, as applicable .




          “Margin Stock”: margin stock within the meaning of Regulation U.




          “Material Adverse Effect”: a material adverse effect on (i) the business, assets,
property, operations, condition (financial or otherwise) or prospects of Holdings, the Borrower and
its Restricted Subsidiaries taken as a whole, (ii) the ability of any Loan Party to perform its
material obligations under any Loan Documents to which it is a party or (iii) the validity or
enforceability of any material provision of this Agreement or any of the other Loan Documents or
the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder;
provided that, as used solely in relation to the representations and warranties made by the
Loan Parties in or pursuant to the Loan Documents as of the Closing Date, clause (i) above of this
definition shall mean a material adverse effect on (i) the business, results of operations or
financial condition of Holdings and its Subsidiaries, taken as a whole, or (ii) the ability of
Holdings to consummate the Transactions (and, for this purpose only, any such effect to the extent
arising out of or relating to any change, effect, event or condition (a) generally applicable to
the industry and markets in which Holdings and its Subsidiaries operate, (b) generally applicable
to the United States or any foreign economy, (c) generally applicable to financial, banking or
securities markets, (d) relating to any Change in Law, in GAAP or in any interpretation thereof,
(e) caused by any actions or omissions of the Acquisition Company or any of its Affiliates (other
than actions or omissions of the Acquisition Company or such Affiliates that are permitted by the
terms of the Acquisition Agreement), (f) resulting from the engagement by the United States in
hostilities, whether or not pursuant to the declaration of a national emergency or war, or
resulting from the occurrence of any military or terrorist attack, or (g) resulting from the
execution of the Acquisition Agreement, the consummation of the Transactions or the public
announcement of the transactions contemplated by the Acquisition Agreement, in any such case shall
not constitute a “Material Adverse Effect” under such clause (i)).




          “Materials of Environmental Concern”: any gasoline or petroleum (including crude oil
or any fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes, in each case, defined or regulated as such in or under any Environmental
Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.




          “Moody’s”: Moody’s Investors Service, Inc.






-21-









 








          “Mortgaged Properties”: the real property as to which the Collateral Agent for the
benefit of the Secured Parties shall be granted a Lien pursuant to the Mortgages.




          “Mortgages”: each of the mortgages and deeds of trust made by any Loan Party in favor
of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties pursuant to
this Agreement, substantially in the form of Exhibit D (with such changes thereto as shall be
advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be
recorded), as the same may be amended, supplemented or otherwise modified from time to time.




          “Multiemployer Plan”: a Plan that is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.




          “Negotiation Period”: as defined in Section 2.18(c).




          “Net Cash Proceeds”: (a) in connection with any Asset Sale or any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by
way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery
Event, net of attorneys’ fees, accountants’ fees, investment banking fees, broker’s or finder’s
fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other
than any Lien pursuant to a Security Document) and other customary fees and expenses actually
incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a
result thereof (after taking into account any available tax credits or deductions related to such
Asset Sale or Recovery Event and any tax sharing arrangements) and (b) in connection with any
issuance or sale of equity securities or debt securities or instruments or the incurrence of loans,
the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees
and expenses actually incurred in connection therewith.




          “Non-Recourse Debt”: Indebtedness (a) no default with respect to which would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness of Holdings, the Borrower
or any of the Restricted Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity, and (b) as to which the
lenders or holders thereof have been notified in writing that they will not have any recourse to
the capital stock or assets of Holdings, the Borrower or any of the Restricted Subsidiaries.




          “Notes”: the collective reference to the Term Notes, the Revolving Notes, the
Swingline Note and (if applicable) the Incremental Loan Notes.




          “Obligations”: the unpaid principal of and interest on (including interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, relating to the Borrower or any Guarantor, whether or not a claim for post-filing





-22-









 







or
post-petition interest is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower or any Guarantor to the Administrative Agent or to any Lender (or, in
the case of Hedge Agreements, any Affiliate of any Lender), whether direct or indirect, absolute or
contingent, due or to become due, or now existing or hereafter incurred, which arises under, out
of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any
Hedge Agreement entered into with any Lender or any Affiliate of any Lender or any other document
made, delivered or given in connection herewith or therewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs or expenses (including all fees,
charges and disbursements of counsel to the Administrative Agent or to any Lender that are required
to be paid by the Borrower pursuant hereto) or otherwise.




          “Other Taxes”: all present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.




          “Ottawa IDB”: the $6,000,000 Ottawa County Finance Authority Industrial Development
Revenue Bonds, Series 1997 (Doane Products Company Project) issued pursuant to that certain
Indenture of Trust dated as of March 1, 1997 between Ottawa County Finance Authority and Bank of
Oklahoma, National Association, Oklahoma City, Oklahoma, Trustee and all loan agreements,
mortgages, security agreements, promissory notes executed and delivered in connection therewith.




          “Owned Real Property”: as defined in Section 4.8(b).




          “Parent Entity”: Holdings or any other Person (other than the Sponsor and WIL) that
is the direct or indirect parent of the Borrower, including, in the case of a limited liability
company or partnership, its member or general partner, as applicable.




          “Participant”: as defined in Section 10.6(d).




          “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A
of Title IV of ERISA (or any successor).




          “Permitted Acquisitions”: any acquisition of (i) 100% of the issued and outstanding
Capital Stock (other than directors’ qualifying shares and similar de minimis shareholdings
required by applicable law) of, or all or substantially all of the assets constituting a business,
division or product line of, any other Person whose direct and indirect revenues are generated
primarily from businesses operated in the United States and (ii) all or a portion of the equity of
Doane International Pet Products LLC and Effeffe, S.p.a. not currently owned by Borrower or a
Restricted Subsidiary, provided that (a) in each instance (x) the Borrower shall be in
compliance on a pro forma basis after giving effect to such acquisition, with the
requirements of Section 7.1 as of the last measurement date, (y) no Default or Event of Default
shall have
occurred and be continuing or result therefrom and (z) such Person (other than Doane
International Pet Products LLC) shall have become a Restricted Subsidiary and, if such Person shall
be a Domestic Subsidiary, a Guarantor and the provisions of Section 6.10 shall have been complied
with to the reasonable satisfaction of the Agents and (b) in the case of clause (i) only,





-23-









 







the
aggregate purchase price of all such acquisitions shall not exceed $50,000,000 in cash, exclusive
of any equity provided by either the Borrower or Holdings to consummate such acquisition in the
aggregate since the Closing Date (provided further that such aggregate purchase
price shall be increased by (A) up to an additional $50,000,000 if, after giving effect to any such
acquisition, the Consolidated Leverage Ratio calculated on a pro forma basis for
the period in which such acquisition occurs shall be less than 5.5:1 and (B) up to an additional
$100,000,000 (in addition to any increase pursuant to clause (A) above, if applicable) if such
additional amount is paid entirely with (x) subordinated Indebtedness permitted under Section
7.2(i) and/or (y) the issuance or sale of Capital Stock of Holdings).




          “Permitted Refinancing Notes”: Indebtedness issued to refinance the Existing Senior
Notes, the Senior Subordinated Notes or the Interim Loans (or any refinancing thereof) pursuant to
Sections 7.2(e) and 7.2(f).




          “Person”: any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity




          “Plan”: at a particular time, any employee benefit plan that is covered by ERISA and
in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were
terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as
defined in Section 3(5) of ERISA.




          “Pricing Grid”: the pricing grid attached hereto as Annex A.




          “Principals”: (i) the Sponsor and its Affiliates, (ii) the members of the senior
management of the Borrower that are the beneficial owners of Equity Interests in Holdings as of the
Closing Date and (iii) WIL.




          “Pro Forma Balance Sheet”: as defined in Section 4.1(a).




          “Properties”: as defined in Section 4.17(a).




          “Rate Determination Notice”: as defined in Section 2.18(a).




          “Real Property”: as defined in Section 4.8(b).




          “Recovery Event”: any settlement of or payment in excess of $350,000 (or its
equivalent in other currencies as of the date of receipt of payment, as determined by the Borrower
in good faith based on then prevailing exchange rates) in respect of any property or casualty
insurance claim or any condemnation proceeding relating to any asset of Holdings, the Borrower or
any of its Restricted Subsidiaries.




          “Refunded Swingline Loans”: as defined in Section 2.7(b).




          “Refunding Date”: as defined in Section 2.7(c).




          “Register”: as defined in Section 10.6(c).





-24-









 








          “Registered Loan”: as defined in Section 10.6(c)




          “Regulation U”: Regulation U of the Board as in effect from time to time.




          “Reimbursement Obligation”: the obligation of the Borrower to reimburse an Issuing
Bank pursuant to Section 3.5 for amounts drawn under a Letter of Credit issued by such Issuing
Bank.




          “Reinvestment Deferred Amount”: with respect to any Reinvestment Event, the aggregate
Net Cash Proceeds received by the Borrower or any of its Restricted Subsidiaries in connection
therewith that are not applied to prepay the Term Loans and the Incremental Term Loans pursuant to
Section 2.13(c) as a result of the delivery of a Reinvestment Notice.




          “Reinvestment Event”: any Asset Sale or Recovery Event in respect of which the
Borrower has delivered a Reinvestment Notice.




          “Reinvestment Notice”: a written notice executed by a Responsible Officer stating
that no Event of Default has occurred and is continuing and that the Borrower (directly or
indirectly through a Restricted Subsidiary) intends and expects to use all or a specified portion
of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful in its
business.




          “Reinvestment Prepayment Amount”: with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire assets useful in the Borrower’s business.




          “Reinvestment Prepayment Date”: with respect to any Reinvestment Event, the earlier
of (a) the date occurring one year after such Reinvestment Event and (b) the date on which the
Borrower shall have determined not to, or shall have otherwise ceased to, acquire assets useful in
the Borrower’s business with all or any portion of the relevant Reinvestment Deferred Amount.




          “Related Lender Assignment”: an assignment of all or any portion of any Term Loans or
Term Commitment or Incremental Term Loans or Incremental Term Loan Commitment of a Lender to an
Affiliate of such Lender or an Approved Fund of such Lender.




          “Related Parties”: with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person’s
Affiliates.




          “Reorganization”: with respect to any Multiemployer Plan, the condition that such
plan is in reorganization within the meaning of Section 4241 of ERISA.




          “Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other
than those events as to which the thirty day notice period is waived under the applicable
regulations of PBGC Reg. § 4043.






-25-









 








          “Required Lenders”: at any time, the holders of more than 50% of the sum of (a) the
aggregate unpaid principal amount of the Term Loans and Incremental Term Loans then outstanding
(with Tranche B Euro Term Loans being converted at such time into Dollars solely for this purpose
at the Dollar Equivalent of such Tranche B Euro Term Loans), (b) the Total Revolving Commitments
then in effect or, if the Revolving Commitments have been terminated, the Total Revolving
Extensions of Credit then outstanding (with Euro-denominated Revolving Loans being converted at
such time into Dollars solely for this purpose at the Dollar Equivalent of such Euro-denominated
Revolving Loans) and (c) the Total Incremental Revolving Commitments then in effect or, if the
Incremental Revolving Commitments have been terminated, the aggregate principal amount of all
Incremental Revolving Loans then outstanding.




          “Requirement of Law”: as to any Person, the Certificate of Incorporation and By-Laws
or other organizational or governing documents of such Person, and any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Responsible Officer”: the chief executive officer, president or chief financial
officer of the Borrower, but in any event, with respect to financial matters, the chief financial
officer of the Borrower.




          “Restricted Payments”: as defined in Section 7.6.




          “Restricted Subsidiary”: any Subsidiary which is not an Unrestricted Subsidiary.




          “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 to the Lender Addendum delivered by such
Lender, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender
became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.
The amount of the Total Revolving Commitments shall be $50,000,000 as of the Closing Date.




          “Revolving Commitment Period”: the period from and including the Closing Date to but
excluding the Revolving Termination Date.




          “Revolving Credit Exposure”: with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans (with Euro-denominated Revolving
Loans being converted at such time into Dollars solely for this purpose at the Dollar Equivalent of
such Euro-denominated Revolving Loans) and its L/C Exposure and Swingline Exposure at such time.




          “Revolving Extensions of Credit”: as to any Revolving Lender at any time, an amount
equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender
then outstanding, (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding
and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans
then outstanding.





-26-









 






          “Revolving Facility”: as defined in the definition of “Facility” in this Section 1.1.




          “Revolving Lender”: each Lender that has a Revolving Commitment or that holds
Revolving Loans.




          “Revolving Loans”: as defined in Section 2.4(a).




          “Revolving Note”: as defined in Section 2.4(c).




          “Revolving Percentage”: as to any Revolving Lender at any time, the percentage which
such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments (or, at any
time after the Revolving Commitments shall have expired or terminated, the percentage which the
aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding), with Euro-denominated
Revolving Loans being converted at such time into Dollars solely for this purpose at the Dollar
Equivalent of such Euro-denominated Revolving Loans.




          “Revolving Termination Date”: the fifth anniversary of the Closing Date (subject to
Section 2.13(a)).




          “S&P”: Standard & Poor’s Ratings Group.




          “SEC”: the Securities and Exchange Commission, any successor thereto and any
analogous Governmental Authority.




          “Secured Parties”: as defined in the Guarantee and Collateral Agreement.




          “Security Documents”: the collective reference to the Guarantee and Collateral
Agreement, the Mortgages and all other security documents at any time delivered to the Collateral
Agent granting a Lien on any property of any Person to secure the obligations and liabilities of
any Loan Party under any Loan Document.




          “Senior Subordinated Note Indenture”: that certain indenture dated as of October 24,
2005 made by and among the Borrower, as issuer, and Wilmington Trust Company, as trustee, pursuant
to which the Senior Subordinated Notes are issued.




          “Senior Subordinated Notes”: the Borrower’s 10 5/8% Senior Subordinated Notes due
2015 (as defined in the Senior Subordinated Note Indenture) in an original aggregate outstanding
principal amount of $152,000,000 as of the Closing Date and additional such Notes issued pursuant
to Section 7.2(f) (and any senior subordinated notes having the same terms and
conditions as such Senior Subordinated Notes issued in exchange for such Senior Subordinated
Notes pursuant to the Senior Subordinated Note Indenture).




          “Series”: Incremental Loans of any Class (and Incremental Loan Commitments of any
Class).





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          “Single Employer Plan”: any Plan that is covered by Title IV of ERISA, but that is
not a Multiemployer Plan.




          “Solvent”: when used with respect to any Person, that, as of any date of
determination, (a) the amount of the “present fair saleable value” of the assets of such Person
will, as of such date, exceed the amount of all “liabilities of such Person, contingent or
otherwise”, as of such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts become absolute and
matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person will be able to pay its debts as they
mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim”
means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach
gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.




          “Sponsor”: Ontario Teachers’ Pension Plan Board.




          “Stockholders Agreement”: the Stockholders Agreement dated as of October 24, 2005
among Holdings, the Sponsor, WIL and the shareholders of Holdings specified therein as of the
Closing Date after giving effect to the Acquisition.




          “Subsidiary”: as to any Person, a corporation, partnership, limited liability company
or other entity of which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such
Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.




          “Substitute Basis”: as defined in Section 2.18(c).




          “Swingline Commitment”: the obligation of the Swingline Lender to make Swingline
Loans in Dollars pursuant to Section 2.6 in an aggregate principal amount at any one time
outstanding not to exceed $10,000,000.




          “Swingline Exposure”: at any time, the aggregate principal amount of all Swingline
Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall
be its Applicable Percentage of the total Swingline Exposure at such time.




          “Swingline Lender”: LCPI, in its capacity as the lender of Swingline Loans.




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          “Swingline Loans”: as defined in Section 2.6(a).




          “Swingline Note “: as defined in Section 2.7(f).




          “Swingline Participation Amount”: as defined in Section 2.7(c).




          “Taxes”: all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.




          “Term Commitment”: the collective reference to the Tranche B Dollar Term Commitments
and the Tranche B Euro Term Commitments.




          “Term Lenders”: the collective reference to the Tranche B Dollar Term Lenders and the
Tranche B Euro Term Lenders.




          “Term Loans”: the collective reference to the Tranche B Dollar Term Loans and the
Tranche B Euro Term Loans.




          “Term Maturity Date”: the seventh anniversary of the Closing Date (subject to Section
2.13(a)).




          “Term Notes”: the collective reference to the Dollar Term Notes and the Euro Term
Notes.




          “Total Incremental Revolving Commitments”: at any time, the aggregate amount of the
Incremental Revolving Commitments then in effect.




          “Total Liquidity”: at any time, the sum of (a) the aggregate amount of cash and Cash
Equivalents on hand of the Borrower and its Restricted Subsidiaries at such time and (b) the
aggregate unused amount of Total Revolving Commitments and the Total Incremental Revolving
Commitments then in effect.




          “Total Revolving Commitments”: at any time, the aggregate amount of the Revolving
Commitments then in effect.




          “Total Revolving Extensions of Credit”: at any time, the aggregate amount of the
Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.




          “Tranche B Dollar Term Commitment”: as to any Tranche B Dollar Term Lender, the
obligation of such Lender to make a Tranche B Dollar Term Loan to the Borrower hereunder in a
principal amount equal to the amount set forth under the heading “Tranche B
Dollar Term Commitment” opposite such Lender’s name on Schedule 1 to the Lender Addendum
delivered by such Lender, or, as the case may be, in the Assignment and Assumption pursuant to
which such Lender became a party hereto. The aggregate amount of the Tranche B Dollar Term
Commitments is $105,000,000 as of the Closing Date.




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          “Tranche B Dollar Term Lender”: each Lender that has a Tranche B Dollar Term
Commitment or is the holder of a Tranche B Dollar Term Loan.




          “Tranche B Dollar Term Loan”: a term loan made pursuant to Section 2.1(a).




          “Tranche B Euro Term Commitment”: as to any Tranche B Euro Term Lender, the
obligation of such Lender to make a Tranche B Euro Term Loan to the Borrower hereunder in a
principal amount equal to the amount set forth under the heading “Tranche B Euro Term Commitment”
opposite such Lender’s name on Schedule 1 to the Lender Addendum delivered by such Lender, or, as
the case may be, in the Assignment and Assumption pursuant to which such Lender became a party
hereto. The aggregate amount of the Tranche B Euro Term Commitments is $55,000,000 as of the
Closing Date.




          “Tranche B Euro Term Lender”: each Lender that has a Tranche B Euro Term Commitment
or is the holder of a Tranche B Euro Term Loan.




          “Tranche B Euro Term Loan”: a term loan made pursuant to Section 2.1(b).




          “Transactions”: the Acquisition, the refinancing and redemption of the debt and
equity of the Borrower contemplated to occur in connection therewith and following the Closing Date
and the financing thereof.




          “Type”: as to any Loan, its nature as an ABR Loan, a Eurodollar Loan or a Euro Loan.




          “Uniform Customs”: the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same may be amended from
time to time.




          “United States”: the United States of America.




          “Unrestricted Subsidiary”: any Subsidiary of the Borrower (i) designated as such and
listed on Schedule 4.15(a) on the Closing Date and (ii) any Subsidiary of the Borrower that is
designated by a resolution of the board of directors of Holdings as an Unrestricted Subsidiary, but
only to the extent that such Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; (b)
is not party to any agreement, contract, arrangement or understanding with Holdings, the Borrower
or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Holdings, the Borrower or such Restricted Subsidiary than
those that might be obtained at the time from Persons who are not Affiliates of Holdings or the
Borrower; (c) is a Person with respect to which neither Holdings, the Borrower nor any of the
Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional
Capital Stock or warrants, options or other rights to acquire Capital Stock or (y) to
maintain or preserve such Person’s financial condition or to cause such Person to achieve any
specified levels of operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of Holdings, the Borrower or any of the
Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary would fail to meet the
foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted




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Subsidiary for purposes hereof. Subject to the foregoing, the board of directors of
Holdings may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary or any
Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i) such designation
shall only be permitted if no Default or Event of Default would be in existence following such
designation, (ii) any designation of an Unrestricted Subsidiary as a Restricted Subsidiary shall be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding
Indebtedness of such Unrestricted Subsidiary, (iii) any designation of a Restricted Subsidiary as
an Unrestricted Subsidiary shall be deemed to be an Investment in an Unrestricted Subsidiary equal
to the fair market value of the Subsidiary so designated and (iv) after the Closing Date no more
than one designation as an Unrestricted Subsidiary shall be made pursuant to this definition of
“Unrestricted Subsidiary” in respect of any single Subsidiary of the Borrower (including
transferring to any other Subsidiary of the Borrower substantially all of the assets or business of
such Subsidiary).




          “Voting Agreement”: the Voting Agreement dated as of October 24, 2005 among Holdings,
the Borrower and WIL.




          “Voting Stock” of a Person: all classes of Capital Stock of such Person then
outstanding and normally entitled to vote in the election of directors.




          “WIL”: as defined in the recitals hereto.




     1.2 Other Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in the other Loan Documents or
any certificate or other document made or delivered pursuant hereto or thereto.



          (b) As used herein and in the other Loan Documents, and any certificate or other document
made or delivered pursuant hereto or thereto, (i) accounting terms relating to Holdings, the
Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in
Section 1.1, to the extent not defined, shall have the respective meanings given to them under
GAAP, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and
“incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold
interests and contract rights, (v) the word “will” shall be construed to have the same meaning and
effect as the word “shall”, (vi) unless the context otherwise requires, any reference herein (A) to
any Person shall be construed to include such Person’s successors and assigns and (B) to the
Borrower or any other Loan Party shall be construed to include the
Borrower or such Loan Party as debtor and debtor-in-possession and any receiver or trustee for
the Borrower or any other Loan Party, as the case may be, in any bankruptcy or similar insolvency
proceeding and (vii) any definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other document as from time
to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), unless otherwise specified.




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          (c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.




          (d) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




SECTION 2




AMOUNT AND TERMS OF COMMITMENTS




     2.1 Term Commitments. (a) Subject to the terms and conditions hereof, each Lender
with a Tranche B Dollar Term Commitment severally and not jointly agrees to make, on the Closing
Date, a Tranche B Dollar Term Loan to the Borrower in an amount equal to such Lender’s Tranche B
Dollar Term Commitment.



          (b) Subject to the terms and conditions hereof, each Lender with a Tranche B Euro Term
Commitment severally and not jointly agrees to make, on the Closing Date, a Tranche B Euro Term
Loan in Euros to the Borrower in an amount equal to the Euro equivalent (as determined by the
Administrative Agent and notified to such Lender and the Borrower) of such Lender’s Tranche B Euro
Term Commitment.




          (c) The Borrower may make only one borrowing under the Term Commitments, which shall be on
the Closing Date. Any amount borrowed under this Section 2.1 and subsequently repaid or prepaid
may not be reborrowed. Subject to Sections 2.3, 2.12, 2.13 and 8, all amounts owed hereunder with
respect to the Term Loans shall be paid in full no later than the Term Maturity Date. Each
Lender’s Term Commitment shall terminate immediately and without further action on the Closing Date
after giving effect to the funding of such Lender’s Term Loan on such date.




          (d) The Tranche B Dollar Term Loans may from time to time be Eurodollar Loans or ABR Loans,
as determined by the Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.14. The Tranche B Euro Term Loans shall be Euro Loans.




     2.2 Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days
prior to the anticipated Closing Date) requesting that the Term Lenders make the Dollar Term Loans
and the Euro Term Loans on the Closing Date and specifying the amount to be borrowed. Upon receipt
of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later
than 12:00 Noon, New York City time (or in the case of the Tranche B Euro Term Loans, 11:00 A.M.,
London time), on the Closing Date each Term Lender having an obligation to make a Term Loan on the
Closing Date shall make available to the Administrative Agent at the relevant Funding Office an
amount in immediately available funds equal to the Term Loan or Term Loans to be made by such
Lender. The Administrative Agent shall credit, or remit by wire transfer to, the account of the
Borrower as specified in its notice of borrowing in an amount



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equal to the aggregate of the amounts
made available to the Administrative Agent by the Term Lenders in immediately available funds.




     2.3 Repayment of Term Loans. (a) The Tranche B Dollar Term Loans shall be payable in
equal quarterly installments on the last Business Day of each of December, March, June, and
September following the Closing Date in an amount equal to one quarter of one percent (0.25%) of
the Tranche B Dollar Term Loans funded on the Closing Date, with the remaining balance thereof
payable on the Term Maturity Date. The Tranche B Euro Term Loans shall be payable in equal
quarterly installments on the last Business Day of each of December, March, June, and September
following the Closing Date in an amount equal to one quarter of one percent (0.25%) of the Tranche
B Euro Loans funded on the Closing Date, with the remaining balance thereof payable on the Term
Maturity Date.



          (b) The Borrower agrees that, upon the request by any Term Lender, the Borrower will execute
and deliver to such Term Lender a promissory note of the Borrower dated the Closing Date or such
date such Lender becomes a party hereto, as appropriate, evidencing the Term Loans made by such
Term Lender, substantially in the form of Exhibit H-1 (a “Dollar Term Note”) or
Exhibit H-2 (a “Euro Term Note”), as applicable, payable to the order of such Term
Lender and in a principal amount equal to the principal amount of the Term Loan made by such Term
Lender. Each Term Lender is hereby authorized to record the date, Type and amount of each Term
Loan made by such Term Lender, the date and amount of each payment or prepayment of principal
thereof, each continuation thereof, each conversion of all or a portion thereof to another Type
and, in the case of Eurocurrency Loans, the length of each Interest Period and Adjusted LIBO Rate
or Adjusted EURIBO Rate, as applicable, with respect thereto, on the schedule (or any continuation
of the schedule) annexed to and constituting a part of its Term Note, and any such recordation
shall, to the extent permitted by applicable law, constitute prima facie evidence
of the accuracy of the information so recorded; provided that the failure to make any such
recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with
applicable interest) the Term Loans made to the Borrower in accordance with the terms of this
Agreement. A Term Note and the Obligations evidenced thereby may be assigned or otherwise
transferred in whole or in part only by registration of such assignment or transfer of such Term
Note and the Obligations evidenced thereby in the Register (and each Term Note shall expressly so
provide).




     2.4 Revolving Commitments. (a) Subject to the terms and conditions hereof, each
Revolving Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the
Borrower in Dollars or Euros from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such Revolving Lender’s
Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate
principal amount of the Swingline Loans then outstanding, does not exceed the amount of such
Revolving Lender’s Revolving Commitment; provided that the Dollar Equivalent of the
aggregate principal amount of Loans denominated in Euros shall not exceed $15,000,000 (the
“Euro Revolving Credit Sublimit”). During the Revolving Commitment Period, the Borrower
may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans
(other than the Euro-denominated Revolving Loans) may from time to time be Eurodollar Loans or ABR
Loans, as determined by the Borrower and



-33-









 




notified to the Administrative Agent in accordance with
Sections 2.5 and 2.14. The Euro-denominated Revolving Loans shall be Euro Loans.




          (b) Subject to Sections 2.12, 2.14 and 8, the Borrower shall repay all outstanding Revolving
Loans on the Revolving Termination Date.




          (c) The Borrower agrees that, upon the request by any Revolving Lender, the Borrower will
execute and deliver to such Revolving Lender a promissory note of the Borrower dated the Closing
Date or such date such Lender becomes a party hereto, as appropriate, evidencing the Revolving
Commitment of such Revolving Lender, substantially in the form of Exhibit H-3 (a
“Revolving Note”) each with appropriate insertions as to date and principal amount. Each
Revolving Lender is hereby authorized to record the date, Type and amount of each Revolving Loan
made by such Revolving Lender, the date and amount of each payment or prepayment of principal
thereof, each continuation thereof, each conversion of all or a portion thereof to another Type
and, in the case of Eurocurrency Loans, the length of each Interest Period and Adjusted LIBO Rate
or Adjusted EURIBO Rate, as applicable, with respect thereto, on the schedule (or any continuation
of the schedule) annexed to and constituting a part of its Revolving Note, and any such recordation
shall, to the extent permitted by applicable law, constitute prima facie evidence
of the accuracy of the information so recorded; provided that the failure to make any such
recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with
applicable interest) the Revolving Loans made to the Borrower in accordance with the terms of this
Agreement. A Revolving Note and the Obligations evidenced thereby may be assigned or otherwise
transferred in whole or in part only by registration of such assignment or transfer of such
Revolving Note and the Obligations evidenced thereby in the Register (and each Revolving Note shall
expressly so provide).




     2.5 Procedure for Revolving Loan Borrowing. The Borrower may borrow under the
Revolving Commitments on any Business Day during the Revolving Commitment Period; provided
that the Borrower shall give the Administrative Agent irrevocable notice, (which notice must be
received by the Administrative Agent prior to 12:00 Noon, New York City time), (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurocurrency Loans, or (b) one Business Day prior to the
requested Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of
Revolving Loans to be borrowed, (ii) the requested Borrowing Date, and (iii) in the case of
Eurocurrency Loans, the respective amounts of each such Type of Loan and the respective lengths of
the initial Interest Period therefor. Each borrowing under the Revolving Commitments shall be in
an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple thereof and (y) in
the case of Eurocurrency Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof;
provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under
the Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7. Upon
receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each
Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata share of each
borrowing available to the Administrative Agent for the account of the Borrower at the relevant
Funding Office prior to 12:00 Noon, New York City time (or in the case of the Euro-denominated
Revolving Loans, 11:00 A.M., London time), on the Borrowing Date requested by the Borrower in funds
immediately available to the Administrative Agent. Such borrowing will then be made available to
the Borrower by the Administrative Agent crediting the account of the Borrower as



-34-









 




specified in the notice of borrowing with the aggregate of the amounts made available to the Administrative Agent by
the Revolving Lenders and in like funds as received by the Administrative Agent.




     2.6 Swingline Commitment. (a) Subject to the terms and conditions hereof, the
Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under
the Revolving Commitments in Dollars from time to time on any Business Day during the Revolving
Commitment Period by making swingline loans (“Swingline Loans”) to the Borrower;
provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time
shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans
outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving
Loans hereunder, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall
not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to
the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments
would be less than zero. During the Revolving Commitment Period, the Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and
conditions hereof. Swingline Loans shall be ABR Loans only.



          (b) The Borrower shall repay all outstanding Swingline Loans on the Revolving Termination
Date.




     2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans.



          (a) Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall
give the Swingline Lender irrevocable notice (which notice must be received by the Swingline Lender
not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which
shall be a Business Day during the Revolving Commitment Period). Each borrowing under the
Swingline Commitment shall be in an amount equal to $100,000 or a whole multiple thereof. Not
later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of
Swingline Loans, the Swingline Lender shall make available to the Borrower an amount in immediately
available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender to an
account as specified in the notice of borrowing.




          (b) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to
act on its behalf), on one Business Day’s notice given by the Swingline Lender to the
Administrative Agent no later than 12:00 Noon, New York City time, request each Revolving Lender to
make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such
Revolving Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the
“Refunded Swingline Loans”) outstanding on the date of such notice, to repay the Swingline
Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to the
Administrative Agent at the relevant Funding Office in immediately available funds, not later than
12:00 Noon., New York City time, one Business Day after the date of such notice. The proceeds of
such Revolving Loans shall be immediately made available by the Administrative Agent to the
Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline
Loans. The Borrower irrevocably




-35-









 







authorizes the Swingline Lender to charge the Borrower’s accounts
with the Administrative Agent (up to the amount available in each such account) in order to
immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the
Revolving Lenders are not sufficient to repay in full such Refunded Swingline Loans.




          (c) If prior to the time a Revolving Loan would have otherwise been made pursuant to Section
2.7(b), one of the events described in Section 8(f) shall have occurred and be continuing with
respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its
sole discretion, Revolving Loans may not be made as contemplated by Section 2.7(b), each Revolving
Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred
to in Section 2.7(b) (the “Refunding Date”), purchase for cash an undivided participating
interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the
“Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage
times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding
that were to have been repaid with such Revolving Loans.




          (d) Whenever, at any time after the Swingline Lender has received from any Revolving Lender
such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account
of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline
Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s participating interest was outstanding and funded and, in
the case of principal and interest payments, to reflect such Lender’s pro rata
portion of such payment if such payment is not sufficient to pay the principal of and interest on
all Swingline Loans then due); provided, however, that in the event that such
payment received by the Swingline Lender is required to be returned, such Revolving Lender
will return to the Swingline Lender any portion thereof previously distributed to it by the
Swingline Lender.




          (e) Each Revolving Lender’s obligation to make the Loans referred to in Section 2.7(b) and to
purchase participating interests pursuant to Section 2.7(c) shall be absolute and unconditional and
shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment,
defense or other right that such Revolving Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default or the failure to satisfy any of the other
conditions specified in Section 5; (iii) any adverse change in the condition (financial or
otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the
Borrower, any other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.




          (f) The Borrower agrees that, upon the request by the Swingline Lender, the Borrower will
execute and deliver to the Swingline Lender a promissory note of the Borrower, dated the Closing
Date or such other date as the Borrower and the Swingline Lender shall agree, evidencing the
Swingline Commitment of the Swingline Lender, substantially in the form of Exhibit H-4 with
appropriate insertions as to date and principal amount (a “Swingline Note”). The Swingline
Lender is hereby authorized to record the date and amount of each Swingline Loan made by the
Swingline Lender and the date and amount of each payment or prepayment of




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principal thereof on the schedule annexed to and constituting a part of the Swingline Note, and any such recordation shall,
to the extent permitted by applicable law, constitute prima facie evidence of the
accuracy of the information so recorded; provided that the failure to make any such
recordation (or any error therein) shall not affect the obligation of the Borrower to repay (with
applicable interest) the Swingline Loans made to the Borrower by the Swingline Lender in accordance
with the terms of this Agreement.




     2.8 Incremental Loans.



          (a) The Borrower and one or more of the Lenders (or any other Person which shall become a
Lender with the consent of the Administrative Agent for the purpose of providing an Incremental
Loan Commitment) may, at any time and from time to time during the term of this Agreement, agree
that such Lender shall become an Incremental Lender with an Incremental Loan Commitment by
executing and delivering to the Administrative Agent an Incremental Loan Amendment (in form
satisfactory to the Administrative Agent), specifying (i) whether such Incremental Loan Commitment
shall be comprised of a commitment to make revolving loans (each an “Incremental Revolving
Loan”) or term loans (each an “Incremental Term Loan”), (ii) the Type and amount of
such Incremental Loan Commitment of such Lender, (iii) with respect to an Incremental Revolving
Commitment, the period of availability thereof and the Incremental Revolving Termination Date
therefor, (iv) with respect to an Incremental Term Loan Commitment, the date(s) on which the
Incremental Term Loan(s) shall be available to be made thereunder, the Incremental Term Loan
Maturity Date therefor and the Incremental Term Loan Principal Payment Dates thereof (if any), (v)
the applicable interest rate margin that will apply to
Incremental Loans made under such Incremental Loan Commitment, (vi) whether such Incremental
Loan Commitment shall be denominated in Dollars or Euros and (vii) the rate of the commitment fee,
if any, payable by the Borrower in respect of such Incremental Loan Commitment, and otherwise duly
completed. Nothing in this Agreement shall be construed to obligate any Lender to provide any
Incremental Loan Commitment. The Incremental Loans to be made pursuant to any such agreement
between the Borrower and one or more Persons in response to any such request by the Borrower shall
each be deemed to be a separate “Series” of Incremental Loans for all purposes of this
Agreement, and in any case an Incremental Revolving Commitment and an Incremental Term Loan
Commitment provided pursuant to the same Incremental Loan Amendment shall be deemed to be separate
Series of Incremental Loan Commitments.




          (b) Anything herein to the contrary notwithstanding, the following additional provisions
shall be applicable to the Incremental Loan Commitments and Incremental Loans:





     (i) the minimum aggregate amount of Incremental Loan Commitments of any Series entered
into pursuant to any such request (and, accordingly, the minimum aggregate principal amount
of Incremental Loans of such Series) shall be $25,000,000;




     (ii) in the case of any Incremental Revolving Commitments and related Incremental
Revolving Loans of any Series, (x) the Incremental Revolving Termination Date thereof shall
not be earlier than the Revolving Termination Date and (y) such Incremental Revolving Loans
shall have no scheduled amortization or mandatory commitment reduction prior to the
Revolving Termination Date (but such commitment



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termination and (if any) amortization or
mandatory commitment reduction may be accelerated pursuant to Section 2.13(a));




     (iii) in the case of any Incremental Term Commitments and related Incremental Term
Loans of any Series, (x) the Incremental Term Loan Maturity Date thereof Incremental Term
Loans of any Series shall not be earlier than the Term Maturity Date and (y) the average
life to maturity of the Incremental Term Loans of any Series shall not be shorter than the
average life to maturity of the Term Loans (but such maturity date and amortization may be
accelerated pursuant to Section 2.13(a));




     (iv) the interest rate margins applicable to any Incremental Revolving Loans or any
Incremental Term Loans shall not be more than 0.25% higher than the corresponding Applicable
Margins for the Revolving Loans or Term Loans, respectively, unless the Applicable Margins
with respect to such Revolving Loans or Term Loans, as the case may be, are increased to an
amount equal to the difference between the interest rate margins with respect to such
Incremental Loans and the corresponding Applicable Margins for such Revolving Loans or Term
Loans minus 0.25%; and




     (v) the Administrative Agent shall have received satisfactory evidence prior to the
execution and delivery of the relevant Incremental Loan Amendment that each Incremental
Facility (and the Incremental Loans to be made thereunder) shall not result in a downgrading
of the ratings issued by S&P and Moody’s of the Revolving Facility and the Term Facility to
a level below such ratings in effect on the Closing Date.



               Following execution and delivery by the Borrower, one or more Incremental Lenders and the
Administrative Agent as provided above of an Incremental Loan Amendment then, subject to the terms
and conditions set forth herein:




     (x) if such Incremental Loans are to be Incremental Revolving Loans, each Incremental
Lender of such Series agrees to make Incremental Revolving Loans of such Series to the
Borrower from time to time during the availability period for such Loans set forth in such
Incremental Loan Amendment, in an aggregate principal amount that will not result in such
Lender’s Incremental Revolving Loans of such Series exceeding such Lender’s Incremental
Revolving Commitment of such Series; within the foregoing limits and subject to the terms
and conditions set forth herein and in such Incremental Loan Amendment, the Borrower may
borrow, repay and reborrow Incremental Revolving Loans of such Series; and




     (y) if such Incremental Loans are to be Incremental Term Loans, each Incremental
Lender of such Series agrees to make Incremental Term Loans of such Series to the Borrower
from time to time during the availability period for such Loans set forth in such
Incremental Loan Amendment, in a principal amount up to but not exceeding such Lender’s
Incremental Term Loan Commitment of such Series; amounts prepaid in respect of Incremental
Term Loans may not be reborrowed.


Proceeds of Incremental Loans shall be available for any use permitted under Section 4.16(b).





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          (c) The Borrower hereby promises to pay to the Administrative Agent for account of each
Incremental Lender the aggregate principal amount of Incremental Loans held by such Lender in such
amounts and at such times as shall be agreed by such Lender and the Borrower in the applicable
Incremental Loan Amendment (but subject to this Section 2.8).




          (d) The Borrower agrees that, upon the request by any Incremental Lender, the Borrower will
execute and deliver to such Incremental Lender a promissory note of the Borrower dated the date
such Lender becomes a party to the applicable Incremental Loan Amendment evidencing the Incremental
Loans made by such Incremental Lender, in such form as the Borrower and the Administrative Agent
shall agree, payable to the order of such Incremental Lender and in a principal amount equal to the
principal amount of the Incremental Loan made by such Incremental Lender (each an “Incremental
Loan Note”). An Incremental Loan Note and the Obligations evidenced thereby may be assigned or
otherwise transferred in whole or in part only by registration of such assignment or transfer of
such Incremental Loan Note and the Obligations evidenced thereby in the Register (and each
Incremental Loan Note shall expressly so provide).




     2.9 Funding by Lenders, Borrowers; Presumptions by Administrative Agent.



          (a) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with
Sections 2.2, 2.5 and 2.7 and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i)
in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation and (ii) in the case of a payment to be made by the Borrower, the interest
rate applicable to ABR Loans. If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrower the amount of such interest paid by the Borrower for such period. If such
Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so
paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender that shall have
failed to make such payment to the Administrative Agent.




          (b) Payments by Borrower; Presumptions by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks
hereunder that the Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then each




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of the Lenders or
the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or the Issuing Banks, with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.




     2.10 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative
Agent for the account of each Revolving Lender a commitment fee for the period from and including
the Closing Date to the last day of the Revolving Commitment Period, computed at the Commitment Fee
Rate on the average daily amount of the Available Revolving Commitment of such Lender during the
period for which payment is made, payable quarterly in arrears on the last Business Day of each
March, June, September and December and on the Revolving Termination Date, commencing on the first
of such dates to occur after the Closing Date.



          (b) The Borrower agrees to pay to the Administrative Agent for account of each Lender having
an Incremental Revolving Commitment a commitment fee at a rate per annum agreed to between the
Borrower and the relevant Incremental Lender or Lenders in the applicable Incremental Loan
Amendment.




          (c) The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the
dates previously agreed to in writing by the Borrower and the Administrative Agent.




     2.11 Termination or Reduction of Commitments. The Borrower shall have the right, upon not
less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving
Commitments and/or the Incremental Revolving Commitments of any Series or, from time to time, to
reduce the amount of the Revolving Commitments and/or the Incremental Revolving Commitments of any
Series; provided that (i) no such termination or reduction of Revolving Commitments shall
be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would
exceed the Total Revolving Commitments and (ii) no such termination or reduction of the Incremental
Revolving Commitments of any Series shall be permitted if, after giving effect thereto and to any
prepayments of the Incremental Revolving Loans of such Series made on the effective date thereof,
the aggregate principal amount of the Incremental Revolving Loans of such Series would exceed the
Incremental Revolving Commitments of such Series. Any such reduction shall be in an amount equal
to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments
and Incremental Revolving Commitments then in effect.



     2.12 Optional Prepayments. (a) The Borrower may at any time and from time to time
prepay the Loans of any Class or (if applicable) Series, in whole or in part, without premium or
penalty, upon irrevocable notice delivered to the Administrative Agent at least three Business Days
prior thereto in the case of Eurocurrency Loans and at least one Business Day prior thereto in the
case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans, Euro Loans or ABR Loans; provided that if a Eurocurrency
Loan is prepaid on any day other than the last day of the Interest



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Period applicable thereto, the
Borrower shall also pay any amounts owing pursuant to Section 2.22 Upon receipt of any such notice
the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is
given, the amount specified in such notice shall be due and payable on the date specified therein,
together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans)
accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and
Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple
thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of
$100,000 (or the equivalent amount thereof in Euros, as applicable) or a whole multiple thereof.




          (b) Optional prepayments of the Loans shall be applied, first, to prepay outstanding
Swingline Loans to the full extent thereof and, second, to prepay the types of Loans as specified
in the relevant notice of prepayment. Optional prepayments of the Term Loans or Incremental Term
Loans shall be applied (i) at the Borrower’s option as specified in the relevant notice of
prepayment, in direct order to reduce each installment of principal thereof falling due within the
following twelve months and (ii) next (or if the Borrower does not elect the option
under clause (i) above) ratably to reduce each scheduled installments of principal thereof,
and may not be reborrowed.




     2.13 Early Termination; Mandatory Prepayments.



          (a) Adjustment of Amortization Schedules. Notwithstanding anything to the contrary
in this Agreement, if on any date (the “Test Date”) the maturity date for any of the then
outstanding Existing Senior Notes, the Senior Subordinated Notes or any Permitted Refinancing Notes
shall fall within 91 days of the Test Date, then the Revolving Termination Date, the Term Maturity
Date, each Incremental Revolving Termination Date and each Incremental Term Loan Maturity Date
shall automatically be accelerated to the Test Date and all of the Loans shall thereupon be due and
payable on the Test Date, together with all interest and fees accrued thereon or in respect thereof
and any amounts payable pursuant hereto, including Sections 2.10, 2.16 and 2.22.




          (b) Mandatory Prepayments in respect of Debt Incurrence. If any Indebtedness shall
be issued or incurred by Holdings, the Borrower or any of its Restricted Subsidiaries (excluding
any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash
Proceeds thereof shall be applied on the date of such issuance or incurrence toward the prepayment
of the Term Loans and the Incremental Term Loans as set forth in Section 2.13(f).




          (c) Mandatory Prepayments in respect of Asset Sales. 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 Closing 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 Incremental Term Loans as set forth in Section 2.13(f); 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 Closing Date that
have not been applied to a prepayment pursuant to this





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Section 2.13(c) (other than any Reinvestment
Deferred Amount), exceeds $5,000,000 minus the aggregate market value of all Dispositions
made under Section 7.5(g)(iii) as of the date of such Asset Sale, (ii) the aggregate Net Cash
Proceeds of Asset Sales and Recovery Events occurring after the Closing Date that may be excluded
from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $5,000,000 (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
Incremental Term Loans as set forth in Section 2.13(f).




          (d) Mandatory Prepayments in respect of Excess Cash Flow. If, for any fiscal year of
the Borrower beginning with the fiscal year ending nearest to December 31, 2006, there shall be
Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application
Date, apply the ECF Percentage of such Excess Cash Flow toward the prepayment of the Term
Loans and Incremental Term Loans as set forth in Section 2.13(f). Each such prepayment shall be
made on a date (an “Excess Cash Flow Application Date”) no later than five days after the
earlier of (i) the date on which the financial statements of the Borrower referred to in Section
6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be
delivered to the Lenders and (ii) the date such financial statements are actually delivered.




          (e) Mandatory Prepayments in respect of Equity Issuance. If on any date after the
Closing Date Holdings, the Borrower or any of its Restricted Subsidiaries shall receive Net Cash
Proceeds from any sale or issuance of equity or Capital Stock (except any proceeds from (i) any
equity sold or issued to or any capital contribution from, the Sponsor or any of its Affiliates,
(ii) any equity sold or issued to management or employees of the Borrower or from the exercise of
options and warrants held by them, (iii) any equity of Holdings sold or issued for cash proceeds in
order to fund Permitted Acquisitions and (iv) capital contributions in cash by Holdings to the
Borrower for the purpose of redeeming the Existing Preferred Stock pursuant to Sections 6.12 and
7.6(b)) then 50% of such Net Cash Proceeds shall be applied on such date toward the prepayment of
the Term Loans and the Incremental Term Loans as set forth in Section 2.13(f).




          (f) Order of Application of Mandatory Prepayments. Amounts to be applied in
connection with prepayments made pursuant to Section 2.13 shall be applied (i) at the Borrower’s
option as specified in the relevant notice of prepayment, in direct order to reduce each
installment of principal thereof falling due within the following twelve months and (ii) next (or
if the Borrower does not elect the option under clause (i) above) ratably to reduce each scheduled
installment of principal thereof, in each case ratably as between the Tranche B Dollar Term Loans,
the Tranche B Euro Term Loans and the Incremental Term Loans); provided that, to the extent
any Interim Loans shall have been made pursuant to Section 7.2(e), any Net Cash Proceeds received
pursuant to Sections 2.13(b) and (e) shall be applied first to prepay such Interim Loans in full
and then as provided above in this Section 2.13(f). Mandatory prepayments of the Term Loans and
the Incremental Term Loans may not be reborrowed.





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          (g) Mandatory Prepayments in respect of Currency Fluctuation.




          (i) Determination of Revolving Credit Exposure. On each Currency Valuation Date and
promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice, the
Administrative Agent shall determine the aggregate Revolving Credit Exposure (including the Dollar
Equivalent of any portion thereof that is denominated in Euros). For the purpose of this
determination, the outstanding principal amount of any Revolving Loan that is denominated in Euros
shall be deemed to be the Dollar Equivalent thereof, determined as of such Currency Valuation Date
or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 12:00
noon, New York City time, on a Business Day, on such Business Day or, in the case of a Currency
Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice
is received. Upon making such determination, the Administrative Agent shall promptly notify the
Revolving Lenders and the Borrower. For purposes hereof, “Currency Valuation Notice” means
a notice given by the Majority Facility Lenders in respect of the Revolving Facility to the
Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that
the Administrative Agent determine the sum of the total
Revolving Credit Exposures. Unless an Event of Default shall have occurred and be continuing,
the Administrative Agent shall not be required to make more than one valuation determination
pursuant to Currency Valuation Notices within any three month period.




          (ii) Prepayment. If on the date of such determination the Dollar Equivalent of the
Revolving Loans denominated in Euros exceeds 105% of the Euro Revolving Credit Sublimit (or, if
lesser, the Total Revolving Commitments), the Borrower shall, if requested by such Majority
Facility Lenders (through the Administrative Agent), prepay such Revolving Loans in such amounts as
shall be necessary so that after giving effect thereto such condition no longer exists.




     2.14 Conversion and Continuation Options. (a) The Borrower may elect from time to
time to convert Eurodollar Loans to ABR Loans by giving the Administrative Agent at least two
Business Days’ prior irrevocable notice of such election. The Borrower may elect from time to time
to convert ABR Loans to Eurodollar Loans by giving the Administrative Agent at least three Business
Days’ prior irrevocable notice of such election (which notice shall specify the length of the
initial Interest Period therefor), provided that no ABR Loan under a particular Facility
may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing
and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such conversions. Upon receipt of any
such notice the Administrative Agent shall promptly notify the Borrower and each relevant Lender
thereof.



          (b) Any Eurocurrency Loan may be continued as such upon the expiration of the then current
Interest Period with respect thereto by the Borrower giving irrevocable notice to the
Administrative Agent, in accordance with the applicable provisions of the term “Interest Period”
set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans,
provided that no Eurodollar Loan under a particular Facility may be continued as such when
any Event of Default has occurred and is continuing and the Administrative Agent has or the
Majority Facility Lenders in respect of such Facility have determined in its or their sole
discretion not to permit such continuations, and provided further that if the
Borrower shall fail to




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give any required notice as described above in this paragraph or if such
continuation is not permitted pursuant to the preceding proviso, any Eurodollar Loans shall be
automatically converted to ABR Loans on the last day of such then expiring Interest Period and any
Euro Loans shall be continued with an Interest Period of one month. Upon receipt of any such
notice the Administrative Agent shall promptly notify the Borrower and each relevant Lender
thereof.




     2.15 Limitations on Eurocurrency Tranches. Notwithstanding anything to the contrary
in this Agreement, all borrowings, conversions and continuations of Eurocurrency Loans hereunder
and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, (a) after giving effect thereto, the aggregate principal amount of the
Eurocurrency Loans comprising each Eurocurrency Tranche shall be equal to $1,000,000 or a whole
multiple of $100,000 (or the equivalent amount thereof in Euros, as applicable) in excess thereof, and (b)
no more than 8 Eurocurrency Tranches shall be outstanding at any one time.



     2.16 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest
for each day during each Interest Period with respect thereto at a rate per annum equal to the
Adjusted LIBO Rate determined for such day plus the Applicable Margin. Each Euro Loan
shall bear interest for each day during each Interest Period with respect thereto at a rate per
annum equal to the Adjusted EURIBO Rate determined for such day plus the Applicable Margin.



          (b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the
Applicable Margin.




          (c) (i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation
shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all
outstanding Loans and Reimbursement Obligations shall bear interest at a rate per annum equal to
(x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section 2.16 plus 2% or (y) in the case of Reimbursement
Obligations, the rate applicable to ABR Loans under the Revolving Facility plus 2%, and
(ii) if all or a portion of any interest payable on any Loan or Reimbursement Obligation or any
commitment fee or other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per
annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2%
(or, in the case of any such other amounts that do not relate to a particular Facility, the rate
then applicable to ABR Loans under the Revolving Facility plus 2%), in each case, with
respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid
in full (as well after as before judgment).




          (d) Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section 2.16 shall be payable from time to time
on demand.




     2.17 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto
shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with
respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate,
the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day



-44-









 




year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of each determination of an Adjusted LIBO Rate or Adjusted EURIBO
Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or Eurocurrency
Reserve Rate shall become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and
the relevant Lenders of the effective date and the amount of each such change in interest rate.




          (b) Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error.




     2.18 Inability to Determine Interest Rate. (a) If prior to the first day of any
Interest Period (an “Affected Interest Period”):



               (i) the Administrative Agent shall have determined (which determination shall be conclusive
and binding upon the Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or Adjusted
EURIBO Rate for such Affected Interest Period, or



               (ii) the Administrative Agent shall have received notice from the Majority Facility Lenders
in respect of the relevant Facility that the Adjusted LIBO Rate or Adjusted EURIBO Rate, as the
case may be, determined or to be determined for such Affected Interest Period will not adequately
and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making
or maintaining their affected Loans during such Affected Interest Period, the Administrative Agent
shall give telecopy notice thereof (a “Rate Determination Notice”) to the Borrower and the
relevant Lenders as soon as practicable thereafter.



          (b) If such Rate Determination Notice is given with respect to the Adjusted LIBO Rate (x) any
Eurodollar Loans having such Affected Interest Period under the relevant Facility requested to be
made on the first day of such Affected Interest Period shall be made as ABR Loans, (y) any ABR
Loans under the relevant Facility that were to have been converted on the first day of such
Affected Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans under the relevant Facility shall be converted, on the last day of the
then-current Interest Period, to ABR Loans. Until such Rate Determination Notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans under the relevant Facility
having such Affected Interest Period shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurodollar Loans having such
Affected Interest Period.




          (c) If such Rate Determination Notice is given with respect to any Affected Interest Period
utilized in determining the Adjusted EURIBO Rate, then (i) if not all Interest Periods are Affected
Interest Periods: (x) any Euro Loans having such Affected Interest Period requested to be made on
the first day of such Affected Interest Period shall be made as Euro Loans having the next shortest
Interest Period which is not an Affected Interest Period, and (y) any outstanding Euro Loans shall
be converted, on the last day of the then current Interest Period, to Euro Loans having the next
shortest Interest Period which is not an Affected Interest




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Period; (ii) if all Interest Periods are
Affected Interest Periods in respect of Euro-denominated Revolving Loans, any such outstanding
Revolving Loans shall be converted, on the last day of the then-current Interest Period, to
Eurodollar Loans or ABR Loans, at the option of the Borrower, and (iii) if all Interest Periods are
Affected Interest Periods for Tranche B Euro Term Loans, during the 30-day period following such
Rate Determination Notice (the “Negotiation Period”) the Administrative Agent and the
Borrower shall negotiate in good faith with a view to
agreeing upon a substitute interest rate basis (having the written approval of the holders of
more than 50% of the Tranche B Euro Term Loans) for the Euro Loans having an Affected Interest
Period which shall reflect the cost to the Lenders of funding such Loans from alternative sources
(a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the
Negotiation Period, such Substitute Basis shall apply in lieu of the Adjusted EURIBO Rate to all
Interest Periods for the Euro Loans commencing on or after the first day of an Affected Interest
Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply.
If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to
prepay the Euro Loans pursuant to Section 2.10; provided, however, that if the
Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to
time in a certificate delivered by such Lender to the Administrative Agent setting forth in
reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost
to such Lender of funding its Euro Loan for any Interest Period commencing on or after the first
day of an Affected Interest Period, until the circumstances giving rise to such Rate Determination
Notice have ceased to apply, and such rate basis shall be binding upon the Borrower and such Lender
and shall apply in lieu of the Adjusted EURIBO Rate for the relevant Interest Periods. If a Rate
Determination Notice has been given, then until such Rate Determination Notice has been withdrawn
by the Administrative Agent, no Euro Loans shall have an Interest Period having a duration equal to
an Affected Interest Period.




     2.19 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the
Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction
of the Commitments of the Lenders shall be made pro rata according to the
Applicable Percentage of the relevant Lenders in respect of the relevant Facility.



          (b) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on any Term Loan and any Incremental Term Loan shall be made pro rata
according to the respective outstanding principal amount of such Term Loan and Incremental Term
Loans then held by the Lenders, provided that any prepayment of Term Loans shall be applied
ratably as between the Tranche B Dollar Term Loans, the Tranche B Euro Term Loans and the
Incremental Term Loans. The amount of each principal prepayment of the Term Loans and the
Incremental Term Loans shall be applied to reduce the then remaining installments of such Term
Loans, pro rata based upon the then remaining principal amount thereof (with any
Tranche B Euro Term Loans being converted at such time into Dollars solely for this purpose at the
Dollar Equivalent of such Tranche B Euro Term Loans). Amounts prepaid on account of the Term Loans
and the Incremental Term Loans may not be reborrowed.




          (c) Each payment (including each prepayment) by the Borrower on account of principal of and
interest on the Revolving Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders.




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          (d) All payments (including prepayments) to be made by the Borrower hereunder, whether on
account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made prior to 12:00 Noon, New York City time (or, in the case of the Tranche B Euro Term
Loans or Euro-denominated Revolving Loans, 11:00 A.M., London time), on the due date thereof to the
Administrative Agent, for the account of the Lenders, at the relevant Funding Office, in Dollars or
Euros, as the case may be, and in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders promptly upon receipt in like funds as received. Except as
otherwise provided herein, if any payment hereunder (other than payments on the Eurocurrency Loans)
becomes due and payable on a day other than a Business Day, such payment shall be extended to the
next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and payable on a
day other than a Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately preceding Business
Day. In the case of any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during such extension.




     2.20 Increased Costs.



          (a) Increased Costs Generally. If any Change in Law shall:




               (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account of, or
credit extended or participated in by, any Lender (except any reserve requirement reflected in the
Adjusted LIBO Rate or Adjusted EURIBO Rate, as applicable) or any Issuing Bank;



               (ii) subject any Lender or any Issuing Bank to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurocurrency
Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Bank in
respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.21 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such
Issuing Bank); or



               (iii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation
to make any such Loan), or to increase the cost to such Lender or such Issuing Bank of
participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or
receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or any
other amount) then, upon request of such Lender or such Issuing Bank, the Borrower will pay to such
Lender or such Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for
such additional costs incurred or reduction suffered.



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          (b) Capital Requirements. If any Lender or any Issuing Bank determines that any
Change in Law affecting such Lender or such Issuing Bank or any lending office of such Lender or
such Lender’s or such Issuing Bank’s holding company, if any, regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s
capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a
consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such
Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such
Issuing Bank’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or
such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing
Bank’s holding company for any such reduction suffered.




          (c) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank
setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.20 and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such
Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate
within 10 days after receipt thereof.




          (d) Delay in Requests. Failure or delay on the part of any Lender or any Issuing
Bank to demand compensation pursuant to this Section 2.20 shall not constitute a waiver of such
Lender’s or such Issuing Bank’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section
2.20 for any increased costs incurred or reductions suffered more than nine months prior to the
date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing
Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof). The obligations of the
Borrower pursuant to this Section 2.20 shall survive the termination of this Agreement and the
payment of the loans and all other amounts payable hereunder.




     2.21 Taxes. (a) Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan Document shall be made
free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes,
provided that if the Borrower shall be required by applicable law to deduct any Indemnified
Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.21) the Administrative Agent, Lender
or Issuing Bank, as the case may be, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii)
the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.



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          (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.




          (c) Indemnification by the Borrower. The Borrower shall indemnify the Administrative
Agent, each Lender and each Issuing Bank, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 2.21) paid by the Administrative
Agent, such Lender or such Issuing Bank, as the case may be, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative
Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent
manifest error.




          (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.




          (e) Status of Lenders. Each Lender that is a U.S. person as that term is defined in
Section 7701(a)(30) of the Code, other than a Lender that may be treated as an exempt recipient
based on the indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii), hereby agrees
that it shall, on or prior to the date on which such Lender becomes a Lender under this Agreement
(or in the case of a participant pursuant to a participation, on or before the date such Person
becomes a participant hereunder), deliver to the Borrower and the Administrative Agent (or (A) in
the case of a participant, to the Lender from which the related participation shall have been
purchased or (B) in the case of a Related Lender Assignment that is not disclosed to the
Administrative Agent or the Borrower pursuant to Section 10.6, to the assigning Lender) two
accurate, complete and signed copies of Internal Revenue Service Form W-9 or successor form
certifying that such Lender (or participant, if applicable) is on the date of delivery thereof
entitled to an exemption from United States backup withholding tax.




          Any Foreign Lender shall deliver to the Borrower and the Administrative Agent (or (A) in the
case of a participant, to the Lender from which the related participation shall have been purchased
or (B) in the case of an assignee pursuant to a Related Lender Assignment that is not disclosed to
the Administrative Agent in accordance with Section 10.6(b), to the assigning Lender) (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (or in the case of a participant pursuant to a
participation, on or before the date such Person becomes a participant
hereunder) (and from time to time thereafter upon the written request of the Borrower or the
Administrative Agent), whichever of the following is applicable: (i) duly completed copies of
Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to
which the United States is a party, (ii) duly completed copies of Internal Revenue Service Form
W-8ECI or duly completed copies of Internal Revenue Service Form W-8IMY or any




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subsequent versions
thereof or successors thereto, in each case claiming complete exemption from, or a reduced rate of,
U.S. Federal withholding tax on payments by the Borrower under this Agreement. In addition, in the
case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
section 871(h) or 881(c) of the Code, such Foreign Lender represents that such Foreign Lender is
not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Code. No Foreign Lender
shall be required to deliver any form pursuant to this Section 2.21(e) that such Lender is not
legally able to deliver.




          (f) Treatment of Certain Refunds. If the Administrative Agent, a Lender or an
Issuing Bank determines, in its sole discretion, that it has received a refund of any Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section 2.21, it shall pay to the Borrower an
amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 2.21 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such
Lender or such Issuing Bank, as the case may be, and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or such Issuing Bank, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed
by the relevant Governmental Authority) to the Administrative Agent, such Lender or such Issuing
Bank in the event the Administrative Agent, such Lender or such Issuing Bank is required to repay
such refund to such Governmental Authority. This paragraph shall not be construed to require the
Administrative Agent, any Lender or any Issuing Bank to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the Borrower or any other
Person.




          (g) The agreements in this Section 2.21 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.




     2.22 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a)
default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency
Loans after the Borrower has given a notice requesting the same in accordance with the provisions
of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from
Eurocurrency Loans after the Borrower has given a notice thereof in accordance with the provisions
of this Agreement or (c) the making of a prepayment of Eurocurrency Loans on a day that is not the
last day of an Interest Period with respect thereto. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of
interest that would have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert
or continue, the Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Loans provided for herein (excluding, however, the
Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such amount by placing



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such
amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A
certificate as to any amounts payable pursuant to this Section 2.22 submitted to the Borrower by
any Lender shall be conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts payable hereunder
for a period of one year.




     2.23 Change of Lending Office. If any Lender requests compensation under Section
2.20, or requires the Borrower to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.21, then such Lender shall use
reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.20 or 2.21, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or assignment.



     2.24 Replacement of Lenders. If (a) any Lender requests compensation under Section
2.20, or (b) the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.21, or (c) any Lender
defaults in its obligation to fund Loans hereunder or (d) in connection with any proposed
amendment, modification, supplement or waiver with respect to any of the provision of the Loan
Documents as contemplated by Section 10.1 where such amendment, modification, supplement or waiver
has been approved by the Required Lenders in accordance with such Section, any Lender fails to
consent to any such proposed action, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained in, and consents
required by, Section 10.6), all of its interests, rights and obligations under this Agreement and
the related Loan Documents (other than indemnification rights that survive the termination of this
Agreement and repayment of the Loans) to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided that: (i)
the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section
10.6; (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in an amount equal to unreimbursed drawings that have been funded
by such Lender in respect of LC Obligations, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including
any amounts under Section 2.22) from the assignee (to the extent of such outstanding principal
and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the
case of any such assignment resulting from a claim for compensation under Section 2.20 or payments
required to be made pursuant to Section 2.21, such assignment will result in a reduction in such
compensation or payments thereafter; (iv) such assignment does not conflict with applicable law;
(v) no Event of Default shall have occurred and be continuing at the time of such assignment; and
(vi) in the case of replacement of a non-consenting Lender under clause (d) of this Section 2.24,
the Borrower shall replace such Lender within 60 days of such Lender’s failure to consent to such
proposed action.




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          A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.




SECTION 3




LETTERS OF CREDIT




     3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, each Issuing
Bank, in reliance on the agreements of the other Revolving Lenders set forth in Section 3.4(a),
agrees to issue letters of credit (“Letters of Credit”) for the account of the Borrower or
any Restricted Subsidiary on any Business Day until 30 days prior to the Revolving Termination Date
in such form as may be approved from time to time by such Issuing Bank; provided that no
Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to
such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount
of the Available Revolving Commitments would be less than zero. Each Letter of Credit shall (i) be
denominated in Dollars and (ii) expire no later than the earlier of (x) the first anniversary of
its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination
Date, provided that any Letter of Credit with a one-year term may provide for the renewal
thereof for additional one-year periods (which shall in no event extend beyond the date referred to
in clause (y) above).



          (b) Each Letter of Credit shall be subject to the Uniform Customs and, to the extent not
inconsistent therewith, the laws of the State of New York.




          (c) Each Issuing Bank shall not at any time be obligated to issue any Letter of Credit
hereunder if such issuance would conflict with, or cause such Issuing Bank or any L/C Participant
to exceed any limits imposed by, any applicable Requirement of Law.




          (d) Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters
of Credit issued by it and the documents associated therewith. Each Issuing Bank shall have all of
the benefits and immunities (i) provided to the Agents in Section 9 with respect to any acts taken
or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or
proposed to be issued by it and the Applications pertaining to such Letters of Credit as fully as
if the term “Agents”, as used in Section 9, included the Issuing
Bank with respect to such acts or omissions and (ii) as additionally provided in this
Agreement with respect to each Issuing Bank.




     3.2 Procedure for Issuance of Letter of Credit. The Borrower may from time to time
request that an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at its
address for notices specified herein an Application therefor, completed to the satisfaction of such
Issuing Bank, and such other certificates, documents and other papers and information as such
Issuing Bank may request. Upon receipt of any Application, such Issuing Bank will process such
Application and the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall promptly issue the
Letter of Credit requested thereby (but in no event shall such Issuing Bank be



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required to issue
any Letter of Credit earlier than three Business Days after its receipt of the Application therefor
and all such other certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be
agreed to by such Issuing Bank and the Borrower. Such Issuing Bank shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. Such Issuing Bank shall
promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders
notice of the issuance of each Letter of Credit (including the amount thereof).




     3.3 Fees and Other Charges. (a) The Borrower will pay a fee on all outstanding
Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to
Eurocurrency Loans under the Revolving Facility, shared ratably among the Revolving Lenders and
payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of the relevant
Letter of Credit. In addition, the Borrower shall pay to each Issuing Bank for its own accounts a
fronting fee of a rate not to exceed 0.25% per annum as such Issuing Bank and the Borrower shall
agree, in each case on the undrawn and unexpired amount of each Letter of Credit issued by such
Issuing Bank, payable quarterly in arrears on each L/C Fee Payment Date after the issuance date of
such Letter of Credit.



          (b) In addition to the foregoing fees, the Borrower shall pay or reimburse each Issuing Bank
for such normal and customary costs and expenses as are incurred or charged by such Issuing Bank in
issuing, negotiating, effecting payment under, amending or otherwise administering any Letter of
Credit issued by such Issuing Bank.




     3.4 L/C Participations. (a) Each Issuing Bank irrevocably agrees to grant and hereby
grants to each L/C Participant, and, to induce such Issuing Bank to issue the Letters of Credit to
be issued by it hereunder, each L/C Participant irrevocably agrees to accept and purchase and
hereby accepts and purchases from such Issuing Bank, on the terms and conditions hereinafter
stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C
Participant’s Revolving Percentage in such Issuing Bank’s obligations and rights under each Letter
of Credit
issued by such Issuing Bank hereunder and the amount of each draft paid by such Issuing Bank
thereunder. Each L/C Participant’s obligations to purchase an undivided participation interest
pursuant to this Section 3.4(a) shall be absolute and unconditional and shall not be affected by
any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that
such L/C Participant or the Borrower may have against any Issuing Bank, the Borrower or any other
Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of
Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv) any breach of this
Agreement or any other Loan Documents by the Borrower, any other Loan Party or any other L/C
Participant; or (v) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing. Each L/C Participant unconditionally and irrevocably agrees with each
Issuing Bank that, if a draft is paid under any Letter of Credit for which such Issuing Bank is not
reimbursed in full by the Borrower in accordance with the terms of this Agreement, such L/C
Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s address for notices
specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount of
such draft, or any part thereof, that is not so reimbursed.



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          (b) If any amount required to be paid by any L/C Participant to an Issuing Bank pursuant to
Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Bank
under any Letter of Credit issued by such Issuing Bank is not paid to such Issuing Bank within
three Business Days after the date such payment is due, such L/C Participant shall pay to such
Issuing Bank on demand an amount equal to the product of (i) such amount, times (ii) the daily
average Federal Funds Effective Rate during the period from and including the date such payment is
required to the date on which such payment is immediately available to such Issuing Bank, times
(iii) a fraction the numerator of which is the number of days that elapse during such period and
the denominator of which is 360. If any such amount required to be paid by any L/C Participant
pursuant to Section 3.4(a) is not made available to such Issuing Bank by such L/C Participant
within three Business Days after the date such payment is due, such Issuing Bank shall be entitled
to recover from such L/C Participant, on demand, such amount with interest thereon calculated from
such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A
certificate of such Issuing Bank submitted to any L/C Participant with respect to any amounts owing
under this Section 3.4 shall be conclusive in the absence of manifest error.




          (c) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit
issued by such Issuing Bank and has received from any L/C Participant its pro rata
share of such payment in accordance with Section 3.4(a), such Issuing Bank receives any payment
related to such Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of Collateral applied thereto by such Issuing Bank), or any payment of interest on account
thereof, such Issuing Bank will distribute to such L/C Participant its pro rata
share thereof; provided, however, that in the event that any such payment received
by such Issuing Bank shall be required to be returned by such Issuing Bank, such L/C Participant
shall return to such Issuing Bank the portion thereof previously distributed by such Issuing Bank
to it.




          (d) The L/C Participants shall, to the extent of their respective Applicable Percentages,
indemnify each Issuing Bank (to the extent not reimbursed by the Borrower) against any cost,
expense (including reasonable counsel fees and disbursements), claim, demand, action,
loss or liability (except such as result from such Issuing Bank’s gross negligence or willful
misconduct) that such Issuing Bank may suffer or incur in connection with any Letter of Credit
issued by it. The obligations of the L/C Participants under this Section 3.4(d) and all other
provisions of this Section 3 shall survive termination of this Agreement and of all Applications,
Letters of Credit, and all drafts and other documents presented in connection with drawings
thereunder.




     3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each
Issuing Bank on each date on which such Issuing Bank notifies the Borrower of the date and amount
of a draft presented under any Letter of Credit issued by such Issuing Bank and paid by such
Issuing Bank for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other
costs or expenses incurred by such Issuing Bank in connection with such payment. Each such payment
shall be made to such Issuing Bank at its address for notices specified herein in lawful money of
the United States and in immediately available funds. Interest shall be payable on any and all
amounts remaining unpaid by the Borrower under this Section 3 from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until



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payment in full at the
rate set forth in (i) until the second Business Day following the date of the applicable drawing,
Section 2.16(b) and (ii) thereafter, Section 2.16(c).




     3.6 Obligations Absolute. The Borrower’s obligations under this Section 3 shall be
absolute and unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment that the Borrower may have or have had against any Issuing Bank,
any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each
Issuing Bank that such Issuing Bank shall not be responsible for, and the Borrower’s Reimbursement
Obligations under Section 3.5 shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even though such documents shall in fact
prove to be invalid, fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit issued by such Issuing Bank or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. Each Issuing Bank shall not be liable
for any error, omission, interruption or delay in transmission, dispatch or delivery of any message
or advice, however transmitted, in connection with any Letter of Credit issued by such Issuing
Bank, except for errors or omissions 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
Issuing Bank. The Borrower agrees that any action taken or omitted by each Issuing Bank under or
in connection with any Letter of Credit issued by such Issuing Bank or the related drafts or
documents, if done in the absence of gross negligence or willful misconduct, shall be binding on
the Borrower and shall not result in any liability of such Issuing Bank to the Borrower.



     3.7 Letter of Credit Payments. If any draft shall be presented for payment under any
Letter of Credit, the relevant Issuing Bank shall promptly notify the Borrower of the date and
amount thereof. The
responsibility of such Issuing Bank to the Borrower in connection with any draft presented for
payment under any Letter of Credit issued by such Issuing Bank shall, in addition to any payment
obligation expressly provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in connection with such
presentment are substantially in conformity with such Letter of Credit.



     3.8 Applications. To the extent that any provision of any Application related to any
Letter of Credit is inconsistent with the provisions of this Section 3, the provisions of this
Section 3 shall apply.



SECTION 4




REPRESENTATIONS AND WARRANTIES




          To induce the Administrative Agent and the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby
jointly and severally represent and warrant to the Administrative Agent and each Lender that:




     4.1 Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries (the “Pro Forma Balance
Sheet”), copies of



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which have heretofore been furnished to the Administrative Agent and each
Lender on the Closing Date, has been prepared giving effect (as if such events had occurred on such
date) to (i) the Transactions, including the Loans to be made on the Closing Date and the use of
the proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing.
The Pro Forma Balance Sheet has been prepared based upon the best information available to the
Borrower as of the date of delivery thereof, and present(s) fairly on a pro forma
basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at the
end of the fiscal quarter ending July 2, 2005, assuming that the events specified in the preceding
sentence had actually occurred at such date.




          (b) (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at
fiscal years ending 2002, 2003 and 2004 and the related consolidated statements of income and of
cash flows for such fiscal years ended on such date and, reported on by and accompanied by an
unqualified report from KPMG LLP and (ii) the unaudited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal quarter ended July 2, 2005 presents fairly in all material
respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date,
and the consolidated results of its operations and its consolidated cash flows for the fiscal
period then ended. All such financial statements, including the related schedules and notes
thereto, have been prepared in accordance with GAAP (except as approved by the aforementioned firm
of accountants and disclosed therein). Except as disclosed on Schedule 4.1, the Borrower and its
Restricted Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap
or exchange transaction or other obligation in respect of derivatives (as of the date no
earlier than 30 days prior to the Closing Date), that are not reflected in the most recent
financial statements referred to in this paragraph. During the period from the end of fiscal year
2004 to and including the Closing Date, there has been no Disposition by the Borrower of any
material part of its business or property.




     4.2 No Change. Since January 1, 2005 there has been no development or event that has
had or could reasonably be expected to have a Material Adverse Effect.



     4.3 Corporate Existence; Compliance with Law. Each of Holdings, the Borrower and its
Restricted Subsidiaries (a) is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal
right, to own and operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its
business requires such qualification except where failure to do so could not reasonably be expected
to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to
the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.



     4.4 Corporate Power; Authorization; Enforceable Obligations. Each Loan Party has the
corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and, in the case of the Borrower, to borrow hereunder. Each Loan Party has
taken all necessary corporate action to authorize the execution, delivery and



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performance of the
Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings
on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice
to or other act by or in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the Loan Documents, except (i) consents, authorizations,
filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices
have been obtained or made and are in full force and effect and (ii) the filings referred to in
Section 4.19. Each Loan Document has been duly executed and delivered on behalf of each Loan Party
party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable
against each such Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law).




     4.5 No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the
issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof will
not violate any Requirement of Law or any Contractual Obligation of Holdings, the Borrower or any
of its Restricted Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or
any such Contractual Obligation (other than the Liens created by the Security Documents). No
Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Restricted
Subsidiaries could reasonably be expected to have a Material Adverse Effect.



     4.6 Litigation. Except as set forth in Schedule 4.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of
Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of its Restricted
Subsidiaries or against any of their respective properties or revenues (a) with respect to any of
the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could
reasonably be expected to have a Material Adverse Effect.



     4.7 No Default. Neither Holdings, the Borrower nor any of its Restricted Subsidiaries
is in default under or with respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.



     4.8 Ownership of Property; Liens. (a) Each of Holdings, the Borrower and its
Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its
material real property, and good title to, or a valid leasehold interest in, all its other material
property, and none of such property is subject to any Lien except as permitted by Section 7.3.



          (b) As of the Closing Date, Schedule 4.8 contains a true, accurate and complete list of (i)
all real property owned by Holdings, the Borrower or a Domestic Subsidiary (the “Owned Real
Property”), and (ii) all leases, subleases or assignments of leases to the extent the annual
rent due thereunder exceeds $140,000 (together with all amendments, modifications,

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supplements,
renewals or extensions of any thereof) where Holdings, the Borrower or any Domestic Subsidiary is
tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or
assignment (the “Leased Real Property”; together with the Owned Real Property the “Real
Property”). Each agreement listed in clause (ii) of the immediately preceding sentence is in
full force and effect and neither Holdings, the Borrower nor any Domestic Subsidiary has any
knowledge of any default that has occurred and is continuing thereunder on the part of landlord or
tenant, and each such agreement constitutes the legally valid and binding obligation of the tenant
party thereto, enforceable against such party in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
limiting creditors’ rights generally or by equitable principles.




          (c) The Real Property represents all owned and leased real property used in or necessary for
the operation of Borrower’s business as it is currently conducted and operated.




          (d) To the knowledge of any Responsible Officer, there is no, and the Borrower has not
received any written notice of an existing or threatened change in the zoning classification of any
Owned Real Property or Leased Real Property (or any portion thereof) from that in effect on the
date of this Agreement, in each instance, which would have a Material Adverse Effect on the value
or use of the Real Property.




     4.9 Intellectual Property. Holdings, the Borrower and each of its Restricted
Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of
its business as currently conducted. Other than as set forth on Schedule 4.9, no material claim
has been asserted and is pending by any Person challenging or questioning the use of any
Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does
Holdings or the Borrower know of any valid basis for any such claim. The use of Intellectual
Property by Holdings, the Borrower and its Restricted Subsidiaries does not infringe on the rights
of any Person in any manner that is reasonably likely to have a Material Adverse Effect.



     4.10 Taxes. Each of Holdings, the Borrower and each of its Restricted Subsidiaries
has filed or caused to be filed all federal, state and other material tax returns that are required
to be filed and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or other charges
imposed on it or any of its property by any Governmental Authority (other than any the amount or
validity of that are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the books of Holdings, the
Borrower or its Restricted Subsidiaries, as the case may be); no tax Lien has been filed, and, to
the knowledge of Holdings and the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.



     4.11 Federal Regulations. Neither Holdings, the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities in the business of extending credit
for the purpose (whether immediate, incidental or ultimate) of buying or carrying Margin Stock. No
part of the proceeds of any Loans will be used directly or indirectly for the purpose (whether
immediate, incidental or ultimate) of buying or carrying Margin Stock or for any purpose that
violates the provisions of the regulations of the Board. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to each Lender and the



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Administrative Agent a
statement in conformity with the requirements of Federal Reserve Form FR U-1 or FR G-3 referred to
in Regulation U, as to demonstrate the compliance of any Borrowing with Regulation U.




     4.12 Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect: (a) there are no strikes or other labor disputes against Holdings, the Borrower or any of
its Restricted Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened;
(b) the hours worked by and the payments made to employees of Holdings, the Borrower and its
Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other
applicable Requirement of Law dealing with such matters; and (c) all payments due from Holdings,
the Borrower or any of its Restricted Subsidiaries on account of employee health and welfare
insurance have been paid or accrued as a liability on the books of Holdings, the Borrower or the
relevant Subsidiary.



     4.13 ERISA. Neither a Reportable Event nor an “accumulated funding deficiency”
(within the meaning of Section 412 of the Code or Section 302 of ERISA) in excess of $5,000,000 in
the aggregate has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan has complied in all
material respects with the applicable provisions of ERISA and the Code except as set forth on
Schedule 4.13 and where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. Except as set forth on Schedule 4.13, no termination of a Single Employer
Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period with respect to which there is an unsatisfied liability. The present value of all accrued
benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did
not, as of the last annual valuation date prior to the date on which this representation is made or
deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an
amount that could reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer
Plan that has resulted or could reasonably be expected to result in a material liability under
ERISA that could reasonably be expected to have a Material Adverse Effect, and neither the Borrower
nor any Commonly Controlled Entity would become subject to any material liability under ERISA that
could reasonably be expected to have a Material Adverse Effect if the Borrower or any such Commonly
Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date
most closely preceding the date on which this representation is made or deemed made. No such
Multiemployer Plan is in Reorganization or Insolvent.



     4.14 Investment Company Act; Other Regulations. No Loan Party is an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is
subject to regulation under any Requirement of Law (other than Regulation X of the Board) that
limits its ability to incur Indebtedness. No Loan Party is subject to regulation under the Public
Utility Holding Company Act of 1935, the Federal Power Act or under any other federal or state
statute or regulation which may limit its ability to incur Indebtedness or which may otherwise
render all or any portion of the Obligations unenforceable.



     4.15 Subsidiaries; Capitalization of the Borrower . (a) Schedule 4.15(a) sets forth as of the Closing Date the name and jurisdiction of
incorporation of each Subsidiary of the



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Borrower and, as to each such Subsidiary, the percentage of
each class of Capital Stock owned by any Loan Party and the designation of such Subsidiary as a
Restricted Subsidiary or an Unrestricted Subsidiary.




          (b) The authorized capital stock of the Borrower consists, as of the Closing Date, of an
aggregate of shares of common stock and preferred stock as set forth on Schedule 4.15(b), of which
such number of shares as specified in such schedule are duly and validly issued and outstanding
(and none of such shares of which are held in treasury), each of which issued and outstanding
shares is fully paid and nonassessable, and such issued and outstanding shares are owned
beneficially and of record by the Persons and in such amounts specified in such schedule.




          (c) There are no outstanding subscriptions, options, warrants, calls, rights or other
agreements or commitments (other than (i) stock options granted to employees or directors and
directors’ qualifying shares and (ii) with respect to WIL’s ownership of Capital Stock of the
Borrower pursuant to the Voting Agreement) of any nature relating to any Capital Stock of the
Borrower or any Subsidiary, except as created by the Loan Documents.




     4.16 Use of Proceeds. (a) The proceeds of the Term Loans shall be applied to finance
in part the loans outstanding under the Existing Credit Facility; provided that,
notwithstanding anything herein to the contrary, up to $5,000,000 of the Tranche B Dollar Term
Loans may be used by the Borrower to fund its repurchase of any of the Clinton IDBs and the Ottawa
IDBs pursuant to an offer to purchase the same by the Borrower as a result of the consummation of
the Acquisition and for general corporate purposes of the Borrower and its Subsidiaries in the
ordinary course of business.



          (b) The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit,
shall be used to finance the working capital needs and general corporate purposes of the Borrower
and its Subsidiaries in the ordinary course of business, including Permitted Acquisitions (and, to
the extent the Borrower shall incur Interim Loans pursuant to Section 7.2(e), such Interim Loans
may be repaid or prepaid with the proceeds of Revolving Loans and/or Incremental Loans).




     4.17 Environmental Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect:



          (a) the facilities and properties owned, leased or operated by Holdings, the Borrower or any
of its Subsidiaries (the “Properties”) do not contain, and have not previously contained,
any Materials of Environmental Concern in amounts or concentrations or under circumstances that
constitute or constituted a violation of, or could give rise to liability under, any Environmental
Law;




          (b) neither Holdings, the Borrower nor any of its Subsidiaries has received or is aware of
any notice of violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with regard to any of
the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the
“Business”), nor does Holdings or the Borrower have knowledge or reason to believe that any
such notice will be received or is being threatened;

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          (c) Materials of Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location that could give rise to liability
under, any Environmental Law, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in violation of, or in a
manner that could give rise to liability under, any applicable Environmental Law;




          (d) no judicial proceeding or governmental or administrative action is pending or, to the
knowledge of Holdings and the Borrower, threatened, under any Environmental Law to which Holdings,
the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the
Business, nor are there any consent decrees or other decrees, consent orders, administrative orders
or other orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business;




          (e) there has been no release or threat of release of Materials of Environmental Concern at
or from the Properties, or arising from or related to the operations of Holdings, the Borrower or
any Subsidiary in connection with the Properties or otherwise in connection with the Business, in
violation of or in amounts or in a manner that could give rise to liability under Environmental
Laws;




          (f) the Properties and all operations at the Properties are in compliance, and have in the
last five years been in compliance, with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any Environmental Law with respect
to the Properties or the Business; and




          (g) neither Holdings, the Borrower nor any of its Subsidiaries has assumed any liability of
any other Person under Environmental Laws.




     4.18 Accuracy of Information, etc. No statement or information contained in this
Agreement, any other Loan Document, the Confidential Information Memorandum or any other document,
certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or
the Lenders, or any of them, for use in connection with the transactions contemplated by this
Agreement or the other Loan Documents, contained as of the date such statement, information,
document or certificate was so furnished (or, in the case of the Confidential Information
Memorandum, as of the Closing Date), any untrue statement of a material fact or omitted to state a
material fact necessary to make the statements contained herein or therein not misleading. The
projections and pro forma financial information contained in the materials
referenced above are based upon good faith estimates and assumptions believed by management of the
Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial
information as it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ from the projected
results set forth
therein by a material amount. There is no fact known to any Loan Party that could reasonably
be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the
other Loan Documents, in the Confidential Information Memorandum or in any other documents,
certificates and statements furnished to the Administrative Agent and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan Documents.



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     4.19 Security Documents. (a) The Guarantee and Collateral Agreement is effective to
create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds thereof. In the
case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock
certificates representing such Pledged Stock are delivered to the Collateral Agent (to the extent
not heretofore so delivered), and in the case of the other Collateral described in the Guarantee
and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a)
in appropriate form are filed in the offices specified on Schedule 4.19(a) (to the extent not
heretofore so filed), the Guarantee and Collateral Agreement shall (and, in the case of any stock
certificates heretofore delivered and of any financing statements and other filings heretofore
filed, does) constitute a fully perfected Lien on, to the extent perfection may occur by the filing
of financing statements specified in the Guarantee and Collateral Agreement and as set forth in
Section 6.10, and security interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee
and Collateral Agreement), in each case prior and superior in right to any other Person.



          (b) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties
described therein and proceeds thereof, and when the Mortgages are filed in the offices specified
on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the
proceeds thereof, as security for the Obligations and Indebtedness (as each term is defined in the
relevant Mortgage), in each case prior and superior in right to any other Person (except Liens
permitted by Section 7.3).




     4.20 Solvency. Each Loan Party is, and after giving effect to the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith will be and will
continue to be, Solvent.



     4.21 Senior Indebtedness. (a) The Obligations constitute “Senior Indebtedness” of
the Borrower under and as defined in the Senior Subordinated Note Indenture. The obligations of
each Restricted Subsidiary under the Guarantee and Collateral Agreement constitute “Senior
Indebtedness” in respect of such Restricted Subsidiary under and as defined in the Senior
Subordinated Note Indenture.



          (b) All borrowings of Loans and issuances of Letters of Credit permitted under this Agreement
are, and when incurred or issued will be, permitted under (and shall give rise to no breach or
violation of) the Senior Subordinated Note Indenture, the Existing Senior Note Indenture, any
Permitted Refinancing Notes or any other subordinated Indebtedness (or under the definitive
documentation relating thereto).




     4.22 Regulation H. Except as set forth on Schedule 4.22, no Mortgage encumbers
improved real property that is located in an area that has been identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968.



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     4.23 Mortgaged Properties. Based on the Borrower’s good faith judgment, except for
property that is subject to the Liens under the Mortgages or is referred to in Section 5.1(k) or
set forth on Schedule 7.3(f) or Schedule 7.5(d), neither the Borrower nor any of its Domestic
Subsidiaries has a fee or leasehold interest in any real property having a fair market value in
excess of $2,000,000 as of the Closing Date.



SECTION 5




CONDITIONS PRECEDENT




     5.1 Conditions to Effectiveness. The effectiveness of this Agreement, and the
obligation of any Lender to make Loans hereunder on the Closing Date, are subject to the
satisfaction of the following conditions precedent:



          (a) Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent
shall have received (i) this Agreement, executed and delivered by Holdings, the Borrower, the
Administrative Agent and each Lender whose name appears on the signature pages to this Agreement,
(ii) a Lender Addendum executed and delivered by each Lender (other than any Lender whose name
appears on the signature pages to this Agreement), (iii) the Guarantee and Collateral Agreement,
executed and delivered by the Borrower, Holdings, each other Guarantor in existence on the Closing
Date and WIL and (iv) an Acknowledgment and Consent in the form attached to the Guarantee and
Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is
not a Loan Party.




          (b) Existing Indebtedness. (i) The Borrower and its Restricted Subsidiaries shall
have no Indebtedness for borrowed money outstanding as of the Closing Date other than under the
Facilities, the Existing Senior Notes, the Senior Subordinated Notes and the other Indebtedness
permitted by Section 7.2 and (ii) the Existing Credit Facility and all liens securing obligations
under the Existing Credit Facility shall have been terminated (or arrangements satisfactory to the
Administrative Agent for such termination of such liens shall have been made).




          (c) Pro Forma Balance Sheet; Financial Statements; Financial Plan. The Lenders shall
have received (i) the Pro Forma Balance Sheet, (ii) the financial statements of the Borrower and
its Subsidiaries referred to in Section 4.1(b), and (iii) the business plan of Borrower and its
Subsidiaries for the fiscal years 2005 through 2010 and for each fiscal quarter beginning with the
fourth fiscal quarter of 2005 through the fourth fiscal quarter 2007.




          (d) Approvals. All material governmental and third party approvals (including
landlords’ and other consents) advisable in connection with the Transactions, the continuing
operations of Holdings, the Borrower and its Restricted Subsidiaries and the transactions
contemplated hereby shall have been obtained and be in full force and effect.




          (e) Lien Searches. The Administrative Agent shall have received the results of a
recent lien, tax and judgment search in each of the jurisdictions where assets of the Loan Parties
are located or recorded, and such search shall reveal no Liens on any of the assets of the Borrower
or its Restricted Subsidiaries except for Liens permitted by Section 7.3 or discharged on or prior
to the Closing Date pursuant to documentation satisfactory to the Administrative




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Agent (or as to
which arrangements satisfactory to the Administrative Agent for such discharge shall have been
made).




          (f) Fees. The Lenders and the Administrative Agent shall have received all fees
required to be paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel to LCPI), shall have been paid on or before the
Closing Date.




          (g) Secretary’s Certificate. The Administrative Agent shall have received, with a
counterpart for each Lender, a certificate of each Loan Party and WIL, dated the Closing Date,
substantially in the form of Exhibit C, with appropriate insertions and attachments.




          (h) Legal Opinions. The Administrative Agent shall have received the following
executed legal opinions: (i) an opinion of counsel to Holdings, the Borrower and its Restricted
Subsidiaries, substantially in the form of Exhibit F and (ii) of such other local counsel as may
reasonably be required by the Administrative Agent and an opinion of counsel to WIL in each case in
form and substance satisfactory to the Administrative Agent (and the Borrower hereby instructs each
such counsel to deliver such opinion to the Lenders and the Administrative Agent).




          (i) Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall have
received (i) the certificates representing the shares of Capital Stock pledged pursuant to the
respective Security Documents, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note
(if any) pledged to the Collateral Agent pursuant to the Guarantee and Collateral Agreement
endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the
pledgor thereof (or arrangements satisfactory to the Collateral Agent for delivery thereof shall
have been made).




          (j) Filings, Registrations and Recordings. Each document (including any Uniform
Commercial Code financing statement) required by the Security Documents or under law or reasonably
requested by the Administrative Agent to be filed, registered or recorded in
order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a
perfected Lien on the Collateral described therein, prior and superior in right to any other Person
(other than with respect to Liens expressly permitted by Section 7.3), shall be in proper form for
filing, registration or recordation.




          (k) Mortgages, etc. The Collateral Agent shall have received:





     (i) the Mortgages for the properties listed on Schedule 5.1(k)(i), as required by the
Collateral Agent each duly executed and delivered by the parties thereto, and such other
documentation relating to each such Mortgage or the real property subject thereto as may
reasonably be required by the Collateral Agent (or arrangements satisfactory to the
Collateral Agent for delivery thereof shall have been made);




     (ii) evidence satisfactory to the Collateral Agent that Borrower has paid (A) to the
title company or to the appropriate governmental authorities all expenses and premiums of
the title company and all other sums required in connection with the issuance of each title
policy and (B) all recording and stamp taxes (including mortgage



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recording and intangible
taxes) payable in connection with recording the Mortgages for each Owned Real Property
(other than property subject to the Clinton IDB and Ottawa IDB) in the appropriate real
estate records;




     (iii) legal opinions relating to the Mortgages described above with respect to the
Owned Real Properties located in the states of California, Pennsylvania, Texas and Missouri,
which opinions shall be in form and substance, and from counsel, reasonably satisfactory to
the Collateral Agent;




     (iv) evidence of flood insurance with respect to each Owned Real Property located in
an area at high risk for flood in each case in compliance with any applicable regulations of
the Board of Governors of the Federal Reserve System, in form and substance reasonably
satisfactory to the Collateral Agent;




     (v) current title reports dated within the last 30 days for the properties listed on
Schedule 5.1(k)(v);




     (vi) ALTA mortgagee title insurance policies or unconditional signed commitments
therefor including all endorsements reasonably required by the Collateral Agent issued by
one or more title companies reasonably satisfactory to the Collateral Agent with respect to
(x) the properties listed on Schedule 5.1(k)(vi) and (y) each Owned Real Property the fair
market value of which exceeds $2,000,000 to the extent that the Collateral Agent requires
such a title insurance policy or unconditional signed commitment therefor in its reasonable
discretion in amounts not less than the fair market value of such real property or such
other amount reasonably required by the Collateral Agent and copies of all recorded
documents listed as exceptions to title or otherwise referred to therein, all in form and
substance reasonably satisfactory to the Collateral Agent; and




     (vii) updates of surveys reasonably acceptable to the Collateral Agent, for the
properties listed on Schedule 5.1(k)(vii), certified to the Collateral Agent by a form of
certification reasonably acceptable to the Collateral Agent and dated not more than 90
days prior to the Closing Date.



          (l) No Violation. The Administrative Agent shall be satisfied that the Borrower and
its Subsidiaries are not subject to contractual or other restrictions that would be violated by the
incurrence of indebtedness hereunder or in respect of the Senior Subordinated Notes, including,
without limitation, under the Existing Senior Notes and the Senior Subordinated Notes.




          (m) Insurance. The Administrative Agent and the Lenders shall have received
insurance certificates satisfying the requirements of Section 5.3(b) of the Guarantee and
Collateral Agreement.




          (n) Financial Condition Certificate. The Borrower shall have delivered to the
Administrative Agent a certificate from the chief financial officer of the Borrower, substantially
in the form of Exhibit G.

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          (o) Consummation of the Transactions.





     (i) Acquisition. The Acquisition shall have been consummated pursuant to the
terms of the Acquisition Agreement, and the merger consideration and other amounts required
to be paid on the Closing Date in accordance with the terms of the Acquisition Agreement
shall have been paid.




     (ii) Issuance of New Senior Subordinated Notes. Each Loan Party party thereto
shall have executed and delivered reasonably satisfactory definitive financing documentation
with respect to the Senior Subordinated Notes, and the Borrower shall have (x) received not
less than $150,823,520 in gross cash proceeds from the issuance of the Senior Subordinated
Notes and (y) repaid, satisfied and discharged or defeased all of the Existing Senior
Subordinated Notes.




     (iii) Equity Financing. The Sponsor or one or more of its Affiliates and
certain other investors arranged by the Sponsor and reasonably acceptable to the
Administrative Agent shall have made cash common equity contributions to, or purchased for
cash common equity of, the Acquisition Company in an aggregate amount that, together with
the amount of the existing equity of Holdings that shall be rolled over by management as of
the Closing Date, constitutes not less than 30% of Holdings’ pro forma
consolidated capitalization (after giving effect to the Acquisition); provided that
a portion of the proceeds of such cash common equity equal to the amount required to effect
the redemption or repurchase of the Existing Preferred Stock in full shall be held by
Holdings pending redemption or repurchase of the Existing Preferred Stock and contributed or
paid to the Borrower within 35 days of the Closing Date Date (or such later date to which
the Administrative Agent consents) and shall be used by the Borrower to the extent required
for such purpose. The terms and conditions of the Stockholder Agreement and the Voting
Agreement shall be reasonably satisfactory to the Administrative Agent.




     (iv) Change of Control Offer to Purchase the Existing Senior Notes. On or
within three Business Days after the Closing Date, the Borrower shall have given the
requisite notice to the holders of the Existing Senior Notes under the terms of the Existing
Senior Note Indenture pursuant to which the Borrower shall offer to repurchase such notes on
the first Business Day following the date specified in such notice that is not later than 60
days after the Closing Date (or such other date as shall be satisfactory to the
Administrative Agent) (the “Existing Senior Notes Change of Control Offer”).




     (v) Redemption of Existing Preferred Stock. On or within three Business Days
after the Closing Date, the Borrower shall have given the requisite redemption notice to the
holders of the Existing Preferred Stock for the redemption in full of the Existing Preferred
Stock on a date (which shall be a Business Day) not later than 35 days after the Closing
Date (or such other date as shall be satisfactory to the Administrative Agent).



          (p) Additional Matters. All required corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the transactions contemplated

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by
the Loan Documents shall be reasonably satisfactory in form and substance to the Administrative
Agent, and the Administrative Agent shall have received such other documents in respect of the
transactions contemplated hereby as it shall reasonably request.




     5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any
extension of credit requested to be made by it on any date (including its initial extension of
credit and each Incremental Loan) is subject to the satisfaction of the following conditions
precedent:



          (a) Representations and Warranties. Each of the representations and warranties
(including, without limitation, the material adverse change and litigation representations) made by
any Loan Party in or pursuant to the Loan Documents shall be true and correct on and as of such
date as if made on and as of such date.




          (b) No Default. No Default or Event of Default shall have occurred and be continuing
on such date or after giving effect to the extensions of credit requested to be made on such date.




          (c) Compliance with Financial Covenants; Supplements to Mortgages. With respect to
the making of each Incremental Loan, (i) the Borrower shall have delivered to the Administrative
Agent a compliance certificate containing all information and calculations necessary for
determining compliance by the Borrower with Section 7.1 after giving effect to such Incremental
Loan and (ii) upon the reasonable request of the Collateral Agent, the Borrower shall execute and
deliver a supplement or amendment to the Mortgages providing for such Incremental Loans to be
secured thereby and shall have taken all other steps to give effect to the purposes of the
conditions under Section 5.1(k).



Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall
constitute a representation and warranty by the Borrower as of the date of such extension of credit
that the conditions contained in this Section 5.2 have been satisfied.




SECTION 6




AFFIRMATIVE COVENANTS




          Holdings and the Borrower hereby jointly and severally agree that, so long as the Commitments
remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or the Administrative Agent hereunder, each of Holdings and the Borrower shall, and (as
applicable) shall cause each of the Restricted Subsidiaries to:




     6.1 Financial Statements. Furnish to the Administrative Agent who will distribute to
each Lender:



          (a) as soon as available, but in any event within 100 days after the end of each fiscal year
of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth in each case in comparative
form the figures for the previous year, reported on without a “going concern” or like




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qualification
or exception, or qualification arising out of the scope of the audit, by KPMG LLP or other
independent certified public accountants of nationally recognized standing, reasonably acceptable
to the Administrative Agent;




          (b) as soon as available, but in any event not later than 50 days after the end of each of
the first three quarterly periods of each fiscal year of the Borrower, the unaudited consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and
the related unaudited consolidated statements of income and of cash flows for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the previous year, certified by a Responsible Officer as being
fairly stated in all material respects (subject to normal year-end audit adjustments); and




          (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).



All such financial statements shall be complete and correct in all material respects and shall be
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the
periods reflected therein and with prior periods (except as approved by such accountants or
officer, as the case may be, and disclosed therein).




     6.2 Certificates; Other Information. Furnish to the Administrative Agent and each Lender (or, in the case of clause (f), to the
relevant Lender):



          (a) concurrently with the delivery of the financial statements referred to in Section 6.1(a),
a certificate of the independent certified public accountants reporting on such financial
statements stating that in making the examination necessary therefor no knowledge was obtained of
any Default or Event of Default in respect of Sections 7.1, 7.2 and 7.7, except as specified in
such certificate;




          (b) concurrently with the delivery of any financial statements pursuant to Section 6.1(a) and
(b), (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible
Officer’s knowledge, each Loan Party during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition, contained in this Agreement and the
other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that
such Responsible Officer has obtained no knowledge of any Default or Event of Default except as
specified in such certificate and (ii) (x) a Compliance Certificate containing all information and
calculations necessary for determining compliance by Holdings, the Borrower and its Restricted
Subsidiaries with the provisions of this Agreement referred to therein, and setting forth in
reasonable detail the calculation of the Consolidated Leverage Ratio, in each case as of the last
day of the fiscal quarter or fiscal year of the Borrower, as the case may




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be, and (y) to the extent
not previously disclosed to the Administrative Agent, a listing of any material Intellectual
Property acquired by any Loan Party since the date of the most recent list delivered pursuant to
this clause (y) (or, in the case of the first such list so delivered, since the Closing Date);




          (c) as soon as available, and in any event no later than 90 days after the end of each fiscal
year of the Borrower, a detailed consolidated budget for the following fiscal year (including a
projected consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end
of the following fiscal year, the related consolidated statements of projected cash flow, projected
changes in financial position and projected income and a description of the underlying assumptions
applicable thereto), and if any revisions are made to such budget, as soon as available,
significant revisions of such budget with respect to such fiscal year (collectively, the
“Budgets”), which Budgets shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Budgets are based on reasonable estimates, information and
assumptions and that such Responsible Officer has no reason to believe that such Budgets are
incorrect or misleading in any material respect;




          (d) within 90 days after the end of each of the first three fiscal quarters of the Borrower,
and within 100 days after the end of the fourth fiscal quarter of the Borrower, a narrative
discussion and analysis of the financial condition and results of operations of the Borrower and
its Restricted Subsidiaries for such fiscal quarter and for the period from the beginning of the
then current fiscal year to the end of such fiscal quarter, as compared to the comparable periods
of the previous year (with the delivery of a quarterly or annual report filed with the SEC being
deemed to satisfy the requirement so long as it contains the management discussion and analysis
required by the instructions therefor on the Closing Date);




          (e) within five days after the same are sent, copies of all financial statements and reports
that Holdings or the Borrower sends to the holders of any class of its debt securities or public
equity securities and, within five days after quarterly reports are filed and within 10 days after
annual reports are filed, copies of all financial statements and reports that Holdings or the
Borrower may make to, or file with, the SEC; and




          (f) promptly, such additional financial and other information as the Administrative Agent
may from time to time reasonably request.




     6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity
or before they become delinquent, as the case may be, all its material obligations of whatever
nature, except where the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be.



     6.4 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full
force and effect its corporate existence and (ii) take all reasonable action to maintain all
rights, privileges, franchises, licenses, permits and regulatory authorizations necessary or
desirable in the normal conduct of its business, except, in each case, as otherwise permitted by
Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could
not



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reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.




     6.5 Maintenance of Property; Insurance. (a) Keep all property useful and necessary in
its business in good working order and condition, ordinary wear and tear excepted and (b) maintain
with financially sound and reputable insurance companies insurance on all its property in at least
such amounts and against at least such risks (but including in any event public liability, product
liability and business interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business.



     6.6 Inspection of Property; Books and Records; Discussions. (a) Keep proper books of
records and account in which full, true and correct entries in conformity with GAAP and all
Requirements of Law shall be made of all dealings and transactions in relation to its business and
activities and (b) permit representatives of the Administrative Agent or any Lender including any
advisor engaged by the Administrative Agent for such purpose (provided that in the case of
each Lender or any of its advisors, such right shall be exercised at its own expense and unless an
Event of Default has occurred and is continuing, be limited to once per fiscal year) to visit and
inspect any of its properties and examine and make abstracts from any of its books and records at
any reasonable time upon not less than one Business Day’s notice and as often as may reasonably be
desired and to discuss the business,
operations, properties and financial and other condition of Holdings, the Borrower and its
Restricted Subsidiaries with officers and employees of Holdings, the Borrower and its Restricted
Subsidiaries and with its independent certified public accountants.



     6.7 Notices. Promptly give notice to the Administrative Agent and each Lender of:



          (a) the occurrence of any Default or Event of Default;




          (b) any (i) default or event of default under any Contractual Obligation of Holdings, the
Borrower or any of its Restricted Subsidiaries or (ii) litigation, investigation or proceeding that
may exist at any time between Holdings, the Borrower or any of its Restricted Subsidiaries and any
Governmental Authority, that in case of either clause (i) or (ii), if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;




          (c) any litigation or proceeding affecting Holdings, the Borrower or any of its Restricted
Subsidiaries in which the amount involved is $2,500,000 (or its equivalent in other currencies, as
determined by the Borrower in good faith based on then prevailing exchange rates) or more and not
covered by insurance or in which injunctive or similar relief is sought;




          (d) the following events, as soon as possible and in any event within 30 days after the
Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with
respect to any Plan, a failure by the Borrower or any Commonly Controlled Entity to make any
required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any
withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or
(ii) the institution of proceedings or the taking of any other action by the PBGC or the




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Borrower
or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or
the termination, Reorganization or Insolvency of, any Plan (other than the termination of a Single
Employer Plan by a Loan Party or any Commonly Controlled Entity pursuant to a standard termination
under Section 404(p) of ERISA); and




          (e) any development or event that has had or could reasonably be expected to have a Material
Adverse Effect.



Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible
Officer setting forth details of the occurrence referred to therein and stating what action
Holdings, the Borrower or the relevant Subsidiary proposes to take with respect thereto.




     6.8 Environmental Laws. (a) Comply in all material respects with, and ensure
compliance in all material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and materially comply with and maintain, and ensure that all tenants
and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.



          (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial,
removal and other actions required under Environmental Laws and promptly comply in all material
respects with all lawful orders and directives of all Governmental Authorities regarding
Environmental Laws.




     6.9 Interest Rate Protection. At all times during the three years immediately
following the Closing Date, commencing within 180 days after the Closing Date, the Borrower shall
ensure that an aggregate principal amount equal to 50% of the aggregate outstanding principal
amount of Consolidated Total Debt of the Borrower and its Subsidiaries is either (x) fixed rate
Indebtedness or (y) subject to Hedge Agreements in form and substance reasonably satisfactory to
the Administrative Agent with respect to Indebtedness of Borrower and its Subsidiaries.



     6.10 Additional Collateral, etc. (a) With respect to any property acquired after the
Closing Date with a fair market value in excess of $500,000 by the Borrower or any of its Domestic
Subsidiaries (other than (w) any property described in paragraph (b), (c) or (d) below, (x) any
property subject to a Lien expressly permitted by Section 7.3(g), (y) property acquired by any
Unrestricted Subsidiary or Joint Venture and (z) acquisition of any additional interest in Doane
International Pet Products LLC to the extent its limited liability company agreement prohibits the
granting of a security interest in its limited liability interests (provided, however, that
the Borrower shall use commercially reasonable efforts to amend such agreement to permit such
grant)) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a
perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the
Guarantee and Collateral Agreement or such other documents as any Agent deems necessary or
advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security
interest in such property and (ii) take all actions necessary or advisable to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security
interest in such property, including the filing of Uniform Commercial Code financing statements in
such



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jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may
be requested by any Agent.




          (b) With respect to any (a) fee interest in any real property having a value (together with
improvements thereof) of at least $2,000,000 acquired after the Closing Date by the Borrower or any
of its Domestic Subsidiaries (other than (x) any such real property subject to a Lien expressly
permitted by Section 7.3(g) and (y) real property acquired by any Unrestricted Subsidiary or Joint
Venture); or (b) any property subject to the Clinton IDB and the Ottawa IDB, following the
repayment or termination of such IDB: (i) execute and deliver a first priority Mortgage, in favor
of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii)
if requested by any Agent, provide the Lenders with (x) title and extended coverage insurance
covering such real property in an amount at least equal to the purchase price of such real property
(or such other amount as shall be reasonably specified by any Agent) as well as a current ALTA
survey thereof, together with a surveyor’s certificate reasonably satisfactory to the Collateral
Agent and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral
Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably
satisfactory to the Collateral Agent and (iii) if
requested by any Agent, deliver to the Agents legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to
the Agents.




          (c) With respect to any new Domestic Subsidiary or Domestic Joint Venture created or acquired
after the Closing Date by the Borrower or any of the Domestic Subsidiaries (including the
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), promptly (i) execute and
deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement as any
Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in the Capital Stock of such new Domestic
Subsidiary or Domestic Joint Venture that is owned by the Borrower or any of its Restricted
Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital
Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized
officer of the Borrower or such Domestic Subsidiary or Domestic Joint Venture, as the case may be,
(iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral
Agreement, (B) to take such actions consistent with Sections 6.10(a) and 6.10(b) necessary or
advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected
first priority security interest in the Collateral described in the Guarantee and Collateral
Agreement with respect to such new Domestic Subsidiary including, the filing of Uniform Commercial
Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or by law or as may be requested by any Agent and (C) to deliver to the Collateral Agent
a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate
insertions and attachments, and (iv) if requested by any Agent, deliver to the Agents legal
opinions relating to the matters described above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Agents.




          (d) With respect to any new Foreign Subsidiary or Foreign Joint Venture created or acquired
after the Closing Date by the Borrower or any of its Domestic Subsidiaries (including the
redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), promptly (i) execute and
deliver to the Collateral Agent such amendments to the Guarantee and Collateral




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Agreement as any
Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured
Parties, a perfected first priority security interest in the Capital Stock of such new Foreign
Subsidiary or Foreign Joint Venture that is owned by the Borrower or any of its Restricted
Subsidiaries (provided that in no event shall more than 65% of the total outstanding
Capital Stock of any such new Foreign Subsidiary or Foreign Joint Venture be required to be so
pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly authorized officer
of the Borrower or such Foreign Subsidiary or Foreign Joint Venture, as the case may be, and take
such other action as may be necessary or, in the opinion of any Agent, desirable to perfect the
Collateral Agent’s security interest therein, and (iii) if requested by any Agent, deliver to the
Agents legal opinions relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Agents.




     6.11 Credit Ratings. At all times use its commercially reasonable efforts to cause
the Loans to be rated at all times by S&P and by Moody’s.



     6.12 Post-Closing Undertakings. (a) Within 35 days after the Closing Date (or such
later date to which the Administrative Agent consents), redeem all of the shares of Existing
Preferred Stock in accordance with the terms of the Certificate of Designations (and Holdings shall
have made such capital contributions or payments as contemplated by Section 5.1(o)(iii)) and (b)
within 60 days after the Closing Date (or such later date to which the Administrative Agent
consents), repurchase all of the Existing Senior Notes that shall be required to be repurchased
pursuant to the Existing Senior Notes Change of Control Offer.



SECTION 7




NEGATIVE COVENANTS




          The Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of
Credit remains outstanding or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly:




     7.1 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 to
exceed 3.0:1.



     7.2 Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer
to exist any Indebtedness, except:



          (a) Indebtedness of any Loan Party pursuant to any Loan Document (including Incremental
Loans);




          (b) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted
Subsidiary to the Borrower or any other Restricted Subsidiary (provided that any




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indebtedness incurred by a Foreign Subsidiary owing to the Borrower or any Domestic Subsidiary be
evidenced by a note pledged to the Collateral Agent);




          (c) Guarantee Obligations incurred in the ordinary course of business by the Borrower or any
of its Subsidiaries of obligations of any Restricted Subsidiary;




          (d) Indebtedness (other than the Existing Senior Notes and the Senior Subordinated Notes)
outstanding on the Closing Date and listed on Schedule 7.2(d) and any refinancings, refundings,
renewals or extensions thereof (whether denominated in the existing currency or otherwise, but
without increasing the principal amount, or shortening the maturity, thereof);




          (e) (i) unsecured Indebtedness under the Existing Senior Notes (including Guarantees thereof
by a Restricted Subsidiary that is a Guarantor) in an aggregate principal amount not to exceed
$215,000,000 at any one time outstanding and (ii) any refinancings, renewals or extensions thereof
(without increasing the principal amount (other than as a result of capitalization of accrued
interest, premiums, fees or discounts) or shortening the maturity date or weighted average life to
maturity thereof and on terms (other than the coupon, which shall be not more than the then current
market rates) not less favorable to the Loan Parties and the Lenders taken as a whole than the
respective Indebtedness being refinanced, renewed or extended); provided that in the event
the Borrower shall be required to purchase any Existing Senior Notes pursuant to the Existing
Senior Notes Change of Control Offer, the Borrower may borrow unsecured interim term loans (the
“Interim Loans”) on terms not more onerous than those set forth in this Agreement and
reasonably satisfactory to the Administrative Agent in such amount as shall be necessary to fund
such purchase (and such loans may thereafter be refinanced with the proceeds of any Permitted
Refinancing Notes having terms that would be required if they were refinancing the Existing Senior
Notes or the Senior Subordinated Notes, as applicable);




          (f) (i) unsecured Indebtedness under the Senior Subordinated Notes (including subordinated
Guarantees thereof by a Restricted Subsidiary that is a Guarantor) in an aggregate original
principal amount not to exceed $152,000,000 at any one time outstanding, plus, without duplication
(x) such additional amount of Senior Subordinated Notes the proceeds of which shall be used by the
Borrower to purchase any Existing Senior Notes pursuant to the Existing Senior Notes Change of
Control Offer (or to refinance Interim Loans incurred by the Borrower under the proviso in clause
(e) above) and (y) any premiums, fees, commissions, discounts or other expenses incurred in
connection therewith and (ii) any refinancings, renewals or extensions thereof (without increasing
the principal amount (other than as a result of capitalization of accrued interest, fees,
commissions or discounts) or shortening the maturity date or weighted average life to maturity
thereof and on terms (other than the coupon, which shall be not more than the then current market
rates), including subordination provisions, not less favorable to the Loan Parties and the Lenders
taken as a whole than the respective Indebtedness being refinanced, renewed or extended);




          (g) Indebtedness with respect to IDB (other than the Clinton IDB and the Ottawa IDB) in an
aggregate principal amount not to exceed $25,000,000 at any one time outstanding;




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          (h) additional Indebtedness of the Borrower or any of its Restricted Subsidiaries (other than
Foreign Subsidiaries) and any Guarantee Obligations of the Borrower in respect thereof in an
aggregate principal amount (for the Borrower and all of its Restricted Subsidiaries) not to exceed
$15,000,000 (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
outstanding;




          (i) subordinated Indebtedness of the Borrower incurred as consideration in connection with
Permitted Acquisitions where such consideration consists entirely of such subordinated
Indebtedness, in an aggregate principal amount not to exceed $100,000,000 at any one time
outstanding; provided that (i) the terms of subordination applicable thereto shall not be
less favorable to the Lenders than the subordination terms with respect to the Senior Subordinated
Notes, (ii) the maturity date of such Indebtedness shall not be earlier than the Term
Maturity Date (or, if any Incremental Term Loans are outstanding at the time of such
incurrence, the maturity date of such Incremental Term Loans, if later) and the average life to
maturity of such Indebtedness shall not be shorter than the average life to maturity of the Term
Loans and (iii) such Indebtedness shall not contain any covenants or events of default that are
more onerous on the Borrower and its Restricted Subsidiaries than those contained in the Senior
Subordinated Note Indenture;




          (j) subordinated Indebtedness of the Borrower incurred, on terms that the board of directors
of the Borrower deems to be fair and reasonable, as consideration for the repurchase or acquisition
of Equity Interests of Holdings or any other Parent Entity owned by the Principals, employees,
consultants, officers and directors or their assigns, estates and heirs under their estates, in
each case, repurchased or acquired (i) upon the death, disability, retirement or termination of
employment of such current or former employees, consultants, officers or directors, (ii) pursuant
to the terms of an employee benefit plan, or any other agreement pursuant to which such Equity
Interests were issued or (iii) pursuant to a severance, buy-sell or right of first refusal
agreement with such current or former employee, consultant, officer or director; provided
that (i) the aggregate amount of all such Indebtedness shall not exceed $10,000,000 at any one time
outstanding, (ii) the terms of subordination applicable thereto shall not be less favorable to the
Lenders than the subordination terms with respect to the Senior Subordinated Notes and (iii) such
Indebtedness shall not contain any covenants or events of default that are more onerous on the
Borrower and its Restricted Subsidiaries than those contained in the Senior Subordinated Note
Indenture; and




          (k) additional Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to
exceed the greater of (x) 40% of Foreign Consolidated Tangible Assets (as determined as at the end
of the most recent fiscal quarter or fiscal year, as applicable, of the Borrower for which
financial statements are available pursuant to Section 6.1) and (y) $50,000,000 (or its equivalent
in other currencies as of the date on which such Indebtedness is incurred, as determined by the
Borrower in good faith based on then prevailing exchange rates) at any one time outstanding.




     7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its
property, whether now owned or hereafter acquired, except for:



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          (a) Liens for taxes not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained on the
books of the Borrower or its Restricted Subsidiaries, as the case may be, in conformity with GAAP;




          (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business that are not overdue for a period of more than 30 days
or that are being contested in good faith by appropriate proceedings;




          (c) pledges or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation;




          (d) deposits to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of business;




          (e) easements, rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business that, in the aggregate, are not substantial in amount and that do not
in any case materially detract from the value of the property subject thereto or materially
interfere with the ordinary conduct of the business of the Borrower or any of its Restricted
Subsidiaries;




          (f) Liens in existence on the Closing Date listed on Schedule 7.3(f) or Liens securing
refinanced Indebtedness permitted by Section 7.2(d), provided that (i) no such Lien is
spread to cover any additional property after the Closing Date, (ii) the amount of Indebtedness
(including the amount of Indebtedness committed thereunder) secured thereby is not increased and
(iii) no such Lien shall be permitted in respect of any property encumbered on the Closing Date
pursuant to the Clinton IDB or Ottawa IDB following the repayment or termination of such IDB;




          (g) Liens securing Indebtedness permitted by Section 7.2(g);




          (h) Liens securing Indebtedness permitted by Section 7.2(k), so long as such Lien is limited
to the assets of the Foreign Subsidiary incurring such Indebtedness;




          (i) Liens created pursuant to the Loan Documents;




          (j) any interest or title of a lessor under any lease entered into by the Borrower or any
Restricted Subsidiary in the ordinary course of its business and covering only the assets so
leased; and




          (k) Liens not otherwise permitted by this Section 7.3 and arising after the Closing Date  ̧
provided that (i) the sum of the aggregate principal amount of the Indebtedness and the
aggregate amount of the other obligations secured thereby shall not exceed $15,000,000 (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 time outstanding and (ii)
the aggregate fair market value (determined as of the date such Lien is incurred) of the property
subject thereto shall not exceed $25,000,000.





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     7.4 Fundamental Changes. Enter into any merger, consolidation or amalgamation,
or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of,
all or substantially all of its property or business, create any new subsidiary, or acquire by
purchase or otherwise all or a substantial part of the business, property or assets of, or Capital
Stock or other evidence of beneficial ownership of, any Person or any unit of division thereof,
except that:



          (a) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into, or
liquidated and dissolved and pay liquidating dividends to, the Borrower (provided that the
Borrower shall be the continuing or surviving corporation) or with or into any Restricted
Subsidiary (provided that such Restricted Subsidiary shall be the continuing or surviving
corporation);



          (b) any Restricted Subsidiary of the Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to the Borrower or any Restricted Subsidiary;



          (c) the Borrower and any Restricted Subsidiary may acquire inventory, equipment and other
assets in the ordinary course of business;



          (d) the Borrower and any Restricted Subsidiary may make Permitted Acquisitions and form or
acquire wholly-owned Domestic Subsidiaries in connection therewith and which are joined as
additional Restricted Subsidiaries, Loan Parties and Guarantors in accordance with the terms
hereof;



          (e) the Borrower and any Restricted Subsidiary may create and form Domestic Subsidiaries
which are joined as additional Restricted Subsidiaries, Loan Parties and Guarantors in accordance
with the terms hereof;



          (f) the Borrower and any Restricted Subsidiary may create and form Unrestricted Subsidiaries;
and



          (g) the Acquisition Company may merge into Holdings pursuant to the Acquisition Agreement.



     7.5 Disposition of Property. Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Restricted Subsidiary, issue or sell any shares of such
Subsidiary’s Capital Stock to any Person, except:



          (a) the Disposition of obsolete or worn out property in the ordinary course of business;



          (b) the sale of inventory in the ordinary course of business;



          (c) Dispositions permitted by Section 7.4(b);



          (d) Dispositions as set forth on Schedule 7.5(d);



          (e) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Restricted
Subsidiary;



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          (f) any Disposition of property or series of related Dispositions of property having a fair
market value of less than $250,000 (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



          (g) Dispositions of other property after the Closing Date; provided that (i) except
as permitted under clause (iii) below, at least 75% of the consideration received in connection
with each such Disposition shall be in the form of cash, (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) and (iii) the Borrower and its Restricted Subsidiaries shall be permitted to make
Dispositions that do not comply with the requirements of clause (i) above, provided that
the aggregate amount of all non-cash consideration received under this clause (iii) shall not
exceed $5,000,000 at any time (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).



     7.6 Restricted Payments. Declare or pay any dividend (other than dividends payable
solely in common stock of the Person making such dividend) on, or make any payment on account of,
or set apart assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any
Restricted Subsidiary, whether now or hereafter outstanding, or make any other distribution in
respect thereof, or make any prepayments, repurchases or redemptions of subordinated Indebtedness,
either directly or indirectly, whether in cash or property or in obligations of Holdings, the
Borrower or any Restricted Subsidiary (collectively, “Restricted Payments”), except that:



          (a) any Restricted Subsidiary may make Restricted Payments to the Borrower or any other
Restricted Subsidiary;



          (b) the Borrower may redeem shares of Existing Preferred Stock from the proceeds of cash
equity contributions from Holdings as contemplated under Sections 5.1(o)(v) and 6.12 on or prior to
the date that is 35 days after the Closing Date (or such later date to which the Administrative
Agent consents);



          (c) the Borrower may pay dividends to any Parent Entity to permit such Parent Entity (and
such Parent Entity shall use the same solely) to (i) pay corporate overhead expenses incurred in
the ordinary course of business not to exceed $1,000,000 in the aggregate in any fiscal year, (ii)
pay any taxes that are due and payable by any Parent Entity and the Borrower as part of a
consolidated group and any franchise taxes, similar taxes or other taxes (other than taxes payable
by such Parent Entity and the Borrower as part of a consolidated group) required to be paid by any
Parent Entity as a result of (A) its being incorporated or otherwise organized or having Capital
Stock outstanding (but not by virtue of owning Capital Stock of any corporation or entity other
than another Parent Entity, the Borrower or any of the Borrower’s Subsidiaries), or (B) being a
holding company parent of the Borrower or receiving permitted dividends or other distributions in
respect of the Capital Stock of the Borrower, or having guaranteed any obligations of the Borrower
or any Subsidiary thereof, (iii) pay reasonable out-of-pocket expenses incurred by the Sponsor and
pay any indemnity obligations owed by any Parent Entity



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to the Sponsor, in each case pursuant to arrangements set forth in item (c) of Schedule 7.10,
(iv) pay all fees and expenses, if any, incurred in connection with the transactions expressly
contemplated by this Agreement and the other Loan Documents, and to allow any Parent Entity to
perform its obligations under or in connection with the Loan Documents to which it is a party, (v)
reasonable and necessary expenses (including professional fees and expenses) incurred by any Parent
Entity in connection with (A) registrations, public offerings and exchange listings of equity or
debt securities and maintenance of the same and (B) compliance with reporting obligations under, or
in connection with compliance with, federal or state laws or under this Agreement or any of the
other Loan Documents and (vi) pay ratable dividends on Holdings’ Class B Common Stock (A) in an
amount not to exceed $200,000 on the Closing Date, (B) thereafter in an amount (exclusive of such
Closing Date dividend) not to exceed $70,000 per year (as such amount may be adjusted pursuant to
tax-gross up provisions and inflation adjustments) and (C) in such additional amounts sufficient to
(x) reimburse WIL for any transfer taxes or Jersey value added taxes or U.S. income taxes to which
WIL or its controlling Affiliates may become subject and (y) indemnify WIL, in each case in the
manner and subject to the terms and conditions set forth in the Stockholders Agreement, the
certificate of incorporation of Holdings and the other arrangements set forth in item (b) of
Schedule 7.10;



          (d) the Borrower may prepay, redeem or repurchase the Senior Subordinated Notes, with the
proceeds of any Permitted Refinancing Notes or pursuant to any asset sale tender offers required by
the terms of such Indebtedness;



          (e) the Borrower may prepay, redeem or repurchase the Existing Senior Notes and the Senior
Subordinated Notes with the proceeds from the issuance of subordinated Indebtedness in an aggregate
principal amount not to exceed $20,000,000;



          (f) the Borrower may make payments in respect of common and preferred stock in connection
with the Acquisition;



          (g) so long as no Default or Event of Default has occurred and is continuing or would result
therefrom, the Borrower may pay dividends to Holdings to permit Holdings or another Parent Entity
(and Holdings or such other Parent Entity shall use the same solely) to repurchase shares of, or
options to purchase shares of Capital Stock of Holdings or any other Parent Entity from former
employees, consultants or directors pursuant to the terms of agreements or plans approved by the
board of directors of Holdings or such other Parent Entity; provided that the aggregate
amount of such repurchases following the Closing Date shall not exceed $5,000,000 in any calendar
year (with unused amounts permitted to be carried forward to the next succeeding calendar year up
to a maximum of $5,000,000 in any calendar year); and



          (h) on and after the first Excess Cash Flow Application Date to occur after the Closing Date,
so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may
pay dividends to Holdings to permit Holdings (and Holdings shall use the same solely) to pay cash
dividends or distributions to the holders of its Capital Stock, in an aggregate amount not to
exceed 50% of the Excess Cash Flow for the most recently completed fiscal year of the Borrower;
provided that (i) after giving effect to any such dividends or distributions and any
Indebtedness incurred in connection therewith (including, without limitation, the borrowing of
Revolving Loans), Total Liquidity shall not be less than $25,000,000



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and (ii) after giving effect to any such dividends or distributions on a pro forma basis as if
such dividends or distributions had been made on the first day of the most recent period of four
consecutive fiscal quarters, (x) the Consolidated Leverage Ratio on the last day of such period
would not have been greater than 4.0:1 and (y) the Consolidated Senior Secured Debt Ratio on the
last day of such period would not have been greater than 2.0:1.



     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 $35,000,000 for each fiscal year thereafter (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 up to 50% of the amount referred to above
that is not so expended in the fiscal year for which it is permitted may be carried over for
expenditure in the next succeeding fiscal year, it being understood that Capital Expenditures
during such succeeding fiscal year shall be deemed to be made, first, in respect of amounts
permitted for such succeeding fiscal year as set forth above, and second, in respect of the amount
so carried over; provided further that the applicable amount of permitted Capital
Expenditures set forth in this Section 7.7 for any fiscal year shall be increased by the amount of
any reimbursement in such fiscal year from customers for Capital Expenditures required to be made
by such customers. Notwithstanding the foregoing, the Borrower may make additional Capital
Expenditures in respect of the Southwest/Mexico Plant in excess of the amount permitted for any
fiscal year under the first sentence of this Section 7.7, provided that such excess amount
shall for all fiscal years not exceed $30,000,000 in the aggregate.



     7.8 Investments. Make any advance, loan, extension of credit (by way of guaranty or
otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or
other debt securities of, or any assets constituting a business unit of, or make any other
investment in, any Person (all of the foregoing, “Investments”), except:



          (a) extensions of trade credit in the ordinary course of business;



          (b) Investments in Cash Equivalents;



          (c) Guarantee Obligations permitted by Section 7.2;



          (d) loans and advances to employees of Holdings, the Borrower or any Subsidiary of the
Borrower in the ordinary course of business (including for travel, entertainment and relocation
expenses) in an aggregate amount for Holdings, the Borrower or any Subsidiary of the Borrower not
to exceed $2,000,000 (or its equivalent in other currencies, as determined by the Borrower in good
faith based on prevailing exchange rates as of the end of the immediately preceding fiscal quarter)
at any one time outstanding;



          (e) Permitted Acquisitions made pursuant to Section 7.4(d);



          (f) Investments in assets useful in the business of the Borrower and its Restricted
Subsidiaries made by the Borrower or any of its Restricted Subsidiaries with the proceeds of any
Reinvestment Deferred Amount;



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          (g) Investments by the Borrower or any Subsidiary in the Borrower or any Restricted
Subsidiary (other than Investments by the Borrower or any Domestic Subsidiary in a Foreign
Subsidiary after the occurrence and during the continuation of an Event of Default);



          (h) except after the occurrence of and during the continuation of a Default or an Event of
Default, 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
$7,500,000 (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
Investments;



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



          (j) Investments in Unrestricted Subsidiaries listed in Schedule 4.15(a) and in Joint Ventures
listed in Schedule 7.8(j), in each case as such Investments are in existence on the Closing Date.



     7.9 Optional Payments and Modifications of Certain Debt Instruments. (a) Make or
offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or
otherwise optionally or voluntarily defease or segregate funds with respect to the Senior
Subordinated Notes, the Existing Senior Notes, any Permitted Refinancing Notes or the Interim
Loans, except (i) as permitted under Section 7.2(e), 7.2(f), 7.6(d) or 7.6(e) (as applicable) and
(ii) in the case of the Interim Loans, as contemplated under Sections 2.13(f) or as permitted under
Section 4.16;



          (b) Amend, modify, waive or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Existing Senior Notes, the
Existing Senior Note Indenture, the Senior Subordinated Notes, the Senior Subordinated Note
Indenture or any agreement relating to any Permitted Refinancing Notes (other than any such
amendment, modification, waiver or other change pursuant to a refinancing of such Indebtedness
permitted by Section 7.2(e) or Section 7.2(f) or that (i) would extend the maturity or reduce the
amount of any payment of principal thereof or reduce the rate or extend any date for payment of
interest thereon and (ii) does not involve the payment of a consent fee); or



          (c) Designate any Indebtedness (other than obligations of the Loan Parties pursuant to the
Loan Documents and the Existing Senior Notes or any refinancing thereof permitted under Section
7.2(e)) as “Designated Senior Indebtedness” for the purposes of the Senior Subordinated
Note Indenture (or any refinancing thereof).



     7.10 Transactions with Affiliates. Except as set forth on Schedule 7.10, enter into
any transaction, including any purchase, sale, lease or exchange of property, the rendering of any
service or the payment of any management, advisory or similar fees, with any Affiliate (other than
Holdings, the Borrower or any Restricted Subsidiary) unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or
such Subsidiary, as the case may be, or (c) upon fair and reasonable terms no



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less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would
obtain in a comparable arm’s length transaction with a Person that is not an Affiliate;
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 (other than Holdings, the Borrower or any
Restricted Subsidiary) at any time from and after Closing Date.



     7.11 Sales and Leasebacks. Enter into any arrangement with any Person providing for
the leasing by Holdings, the Borrower or any Restricted Subsidiary of real or personal property
that has been or is to be sold or transferred by Holdings, the Borrower or such Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of Holdings, the Borrower or such Subsidiary.



     7.12 Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a
day other than a Saturday or other day within one week of December 31.



     7.13 Negative Pledge Clauses. Enter into or suffer to exist or become effective any
agreement that prohibits or limits the ability of Holdings (with respect to the Capital Stock of
the Borrower), the Borrower or any of its Restricted Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a party other than (a)
this Agreement and the other Loan Documents, (b) the Existing Senior Note Indenture, the Senior
Subordinated Note Indenture and any agreement related to any Permitted Refinancing Notes, (c) IDB
(only on property financed by such IDB), (d) operating leases (only on property subject to such
operating leases), (e) any agreements governing any purchase money Liens or Capital Lease
Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be
effective against the assets financed thereby) and (f) any agreements governing any Indebtedness of
a Foreign Subsidiary (in which case, any prohibition or limitation shall only be effective against
the assets of such Foreign Subsidiary and its Subsidiaries).



     7.14 Clauses Restricting Restricted Subsidiary Distributions. Enter into or suffer to
exist or become effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such
Restricted Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other
Restricted Subsidiary, (b) make loans or advances to, or other Investments in, the Borrower or any
other Restricted Subsidiary or (c) transfer any of its assets to the Borrower or any other
Restricted Subsidiary, except for such encumbrances or restrictions existing under or by reason of
(i) any restrictions existing under the Loan Documents, (ii) any restrictions under agreements in
effect as of the Closing Date and listed on Schedule 7.14 or any agreements replacing such
agreements, and (iii) any restrictions with respect to a Restricted Subsidiary imposed pursuant to
an agreement that has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary.



     7.15 Lines of Business. Enter into any business, either directly or through any
Subsidiary, except for those businesses in which Holdings, the Borrower and its Restricted
Subsidiaries are engaged on the Closing Date or that are reasonably related thereto.



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     7.16 Issuances of Preferred Stock. Issue any shares of any preferred stock of the
Borrower or any of its Subsidiaries.



     7.17 Speculative Transactions. Engage in any transaction involving commodity options,
futures contracts or similar transactions, except solely to hedge against fluctuations in the
prices of commodities owned or purchased by it and the values of foreign currencies receivable or
payable by it and interest swaps, caps or collars, in each case in the ordinary course of business
and not for speculative purposes.



SECTION 8




EVENTS OF DEFAULT




          If any of the following events shall occur and be continuing:



          (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when
due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan
or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan
Document, within three days after any such interest or other amount becomes due in accordance with
the terms hereof; or



          (b) any representation or warranty made or deemed made by any Loan Party herein or in any
other Loan Document or that is contained in any certificate, document or financial or other
statement furnished by it at any time under or in connection with this Agreement or any such other
Loan Document (or any representation or warranty made by WIL in the Guarantee and Collateral
Agreement or any other Loan Document to which it is a party) shall prove to have been inaccurate in
any material respect on or as of the date made or deemed made; or



          (c) (i) any Loan Party (and with respect only to Section 5.7(b) of the Guarantee and
Collateral Agreement, WIL) shall default in the observance or performance of any agreement
contained in the last sentence of Section 6.1, clause (i) or (ii) of Section 6.4(a) (with respect
to Holdings and the Borrower only), Section 6.7(a), Section 6.12 or Section 7 of this Agreement or
Sections 5.5 and 5.7(b) of the Guarantee and Collateral Agreement or (ii) an “Event of Default”
under and as defined in any Mortgage shall have occurred and be continuing; or



          (d) any Loan Party (or, with respect to any Loan Document to which it is a party, WIL) shall
default in the observance or performance of any other agreement contained in this Agreement or any
other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and
such default shall continue unremedied for a period of 30 days; or



          (e) Holdings, the Borrower or any of its Restricted Subsidiaries shall (i) default in making
any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding
the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making
any payment of any interest on any such Indebtedness beyond the period



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of grace, if any, provided in the instrument or agreement under which such Indebtedness was
created; or (iii) default in the observance or performance of any other agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the effect of which default
or other event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in
the case of any such Indebtedness constituting a Guarantee Obligation) to become payable;
provided that a default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or
more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this
paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $10,000,000 (or its equivalent in other
currencies, as determined by the Administrative Agent in good faith as of the date of the relevant
default); or



          (f) (i) Holdings, the Borrower or any of its Restricted Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have
an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar official for it or for
all or any substantial part of its assets, or Holdings, the Borrower or any of its Restricted
Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall
be commenced against Holdings, the Borrower or any of its Restricted Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above that (A) results in the
entry of an order for relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against
Holdings, the Borrower or any of its Restricted Subsidiaries any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets that results in the entry of an order for any such relief that
shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or (iv) Holdings, the Borrower or any of its Restricted Subsidiaries shall take any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (i), (ii), or (iii) above; or (v) Holdings, the Borrower or any of its
Restricted Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or



          (g) (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency”
(as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan
or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any
Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings
shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in
the termination of such Plan for purposes of Title IV of



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ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v)
the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required
Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency
or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or
exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or
condition, together with all other such events or conditions, if any, could, in the sole judgment
of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or



          (h) one or more judgments or decrees shall be entered against Holdings, the Borrower or any of
its Restricted Subsidiaries involving in the aggregate a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage) of $10,000,000 (or
its equivalent in other currencies, as determined by the Administrative Agent in good faith as of
the date of the relevant default) or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or



          (i) any of the Security Documents shall cease, for any reason, to be in full force and effect,
or any Loan Party or WIL (with respect to any of its obligations thereunder) or any Affiliate of
any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to
be enforceable and of the same effect and priority purported to be created thereby; or



          (j) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall
cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any
Loan Party shall so assert; or



          (k) a Change of Control shall occur; or



          (l) the Senior Subordinated Notes or any guarantees thereof (or any Permitted Refinancing
Notes thereof) shall cease, for any reason, to be validly subordinated to the Obligations or the
obligations of the Restricted Subsidiaries under the Guarantee and Collateral Agreement, as the
case may be, as provided in the indenture therefor, or any Loan Party, any Affiliate of any Loan
Party, the trustee in respect of the Senior Subordinated Notes (or such Permitted Refinancing
Notes) or the holders of at least 25% in aggregate principal amount thereof shall so assert;


then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or
(ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower, declare the Commitments terminated and the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement and the other Loan Documents (including
all amounts of L/C Obligations, whether or not the


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beneficiaries of the then outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the Commitments shall immediately terminate
and all Loans and other amounts arising hereunder shall immediately become due and payable. With
respect to all Letters of Credit with respect to which presentment for honor shall not have
occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time
deposit in a cash collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the
Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have
expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all
other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or
such other Person as may be lawfully entitled thereto). Except as expressly provided above in this
Section 8, presentment, demand, protest and all other notices of any kind are hereby expressly
waived by the Borrower.




SECTION 9




THE AGENTS




     9.1 Appointment and Authority. Each of the Lenders and the Issuing Banks hereby
irrevocably appoints LCPI to act on its behalf as the Administrative Agent and Collateral Agent
hereunder and under the other Loan Documents and authorizes LCPI, in such capacities, to take such
actions on its behalf and to exercise such powers as are delegated to LCPI, in such capacities, by
the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Section 9 are solely for the benefit of the Administrative Agent
and the Collateral Agent, the Lenders and the Issuing Banks, and neither the Borrower nor any other
Loan Party shall have rights as a third party beneficiary of any of such provisions.



     9.2 Rights as a Lender. The Persons serving as an Agents hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as an Agent
hereunder in its individual capacity. Such Persons and their Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate
thereof as if such Persons were not Agents hereunder and without any duty to account therefor to
the Lenders.



     9.3 Exculpatory Provisions. The Agents shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, the Agents: (a) shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing; (b) shall not have any duty
to take any discretionary action or exercise any discretionary powers, except discretionary



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rights and powers expressly contemplated hereby or by the other Loan Documents that the Agents
are required to exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the other Loan
Documents), provided that no Agent shall be required to take any action that, in its
opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to
any Loan Document or applicable law; and (c) shall, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose, or shall be liable for the failure to disclose,
any information relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Persons serving as the Agents or any of its Affiliates in any capacity.



          No Agent shall be liable for any action taken or not taken by it (i) with the consent or at
the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 10.1) or (ii) in the absence of its own gross negligence or willful
misconduct. No Agent shall be deemed to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrower, a Lender or an
Issuing Bank.



          The Agents shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Section 5 or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Agents



     9.4 Reliance by the Agent. Each Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such
condition is satisfactory to such Lender or such Issuing Bank unless such Agent shall have received
notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or
the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.



     9.5 Delegation of Duties. Each Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by such Agent. Each Agent and any such sub-agent may



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perform any and all of its duties and exercise its rights and powers by or through their
respective Related Parties. The exculpatory provisions of this Section 9 shall apply to any such
sub-agent and to the Related Parties of each Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for
herein as well as activities as Agent.



     9.6 Resignation of Administrative Agent. The Administrative Agent and/or the
Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks
and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a successor Administrative Agent and/or
Collateral Agent, as applicable which shall be a bank with an office in New York City, or an
Affiliate of any such bank with an office in New York City. If no such successor shall have been
so appointed by the Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent and/or Collateral Agent, as the case may be, gives notice of its
resignation, then the retiring Administrative Agent and/or Collateral Agent, as the case may be,
may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent and/or
Collateral Agent, as applicable, meeting the qualifications set forth above, provided that
if the Administrative Agent and/or Collateral Agent, as applicable, shall notify the Borrower and
the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring Administrative
Agent and/or Collateral Agent, as the case may be, shall be discharged from its duties and
obligations hereunder and under the Loan Documents (except that in the case of any collateral
security held by the Administrative Agent and/or Collateral Agent, as the case may be, on behalf of
the Secured Parties under any of the Loan Documents, the retiring Administrative Agent and/or
Collateral Agent, as the case may be, shall continue to hold such collateral security until such
time as a successor Administrative Agent and/or Collateral Agent, as applicable, is appointed) and
(2) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent and/or Collateral Agent, as applicable, shall instead be made by or to each
Lender and the Issuing Banks directly, until such time as the Required Lenders appoint a successor
Administrative Agent and/or Collateral Agent, as applicable, as provided for above in this Section
9.6. Upon the acceptance of a successor’s appointment as Administrative Agent and/or Collateral
Agent, as applicable, hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent and/or Collateral Agent, as the case may be, shall be discharged from
all of its duties and obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a
successor Administrative Agent and/or Collateral Agent, as applicable, shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative Agent’s and/or Collateral Agent’s resignation hereunder and under the
other Loan Documents, the provisions of this Section 9 and Section 10.5 shall continue in effect
for the benefit of such retiring Administrative Agent and/or Collateral Agent, as the case may be,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent
and/or Collateral Agent, as applicable.



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     9.7 Non-Reliance on Agents and Other Lenders. Each Lender and each Issuing Bank
acknowledges that it has, independently and without reliance upon any Agent or any other Lender or
any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and each Issuing Bank also acknowledges that it will, independently and without reliance upon any
Agent or any other Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.



     9.8 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of
the Sole Bookrunner or Sole Lead Arranger, the Syndication Agent or the Documentation Agents listed
on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or
any of the other Loan Documents, except in its capacity, as applicable, as the Administrative
Agent, a Lender or an Issuing Bank hereunder.



     9.9 Authorization to Release Guarantees and Liens. Notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably
authorized by each of the Lenders (without requirement of notice to or consent of any Lender except
as expressly required by Section 10.1) to take any action requested by the Borrower having the
effect of releasing any Collateral or Guarantee Obligations to the extent necessary to permit
consummation of any transaction not prohibited by any Loan Document or to the extent reasonably
related to the redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance
with the provisions hereof or that has been consented to in accordance with Section 10.1.



SECTION 10




MISCELLANEOUS




     10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any
terms hereof or thereof may be amended, supplemented or modified except in accordance with the
provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party to the relevant Loan Document may, from time to time, (a) enter into written
amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of
adding any provisions to this Agreement or the other Loan Documents or changing in any manner the
rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms
and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify
in such instrument, any of the requirements of this Agreement or the other Loan Documents or any
Default or Event of Default and its consequences; provided, however, that no such
waiver and no such amendment, supplement or modification shall:




     (i) forgive or reduce the principal amount or extend the final scheduled date of
maturity of any Loan, modify or have the effect of modifying the definition of Term Maturity
Date, Revolving Termination Date, Incremental Term Loan Maturity Date or



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Incremental Revolving Termination Date, extend the scheduled date or principal amount
of any amortization payment in respect of any Term Loan or any Incremental Term Loan, reduce
the stated rate of any interest or fee payable hereunder, extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration date of any Lender’s
Revolving Commitment or amend, modify or waive any provision of Section 2.19, in each case
without the written consent of each Lender directly affected thereby;




     (ii) amend, modify or waive any provision of this Section 10.1 or forgive or reduce
any percentage specified in the definition of Required Lenders or Applicable Percentage,
consent to the assignment or transfer by any Loan Party of any of its rights and obligations
under this Agreement and the other Loan Documents, consent to the imposition of addition
restrictions on assignments by the Lenders in addition to those set forth in Section 10.6,
release all or substantially all of the Collateral or release Holdings or all or
substantially all of the other Guarantors from its or their obligations under the Guarantee
and Collateral Agreement (except as set forth in Section 8.16 in the Guarantee and
Collateral Agreement), in each case without the written consent of all Lenders;




     (iii) amend, modify or waive any condition precedent to any extension of credit under
the Revolving Facility or any Incremental Revolving Facility set forth in Section 5.2
(including in connection with any waiver of an existing Default or Event of Default) without
the written consent of the Majority Facility Lenders in respect of the Revolving Facility or
such Incremental Revolving Facility, as applicable;




     (iv) reduce the percentage specified in the definition of Majority Facility Lenders
with respect to any Facility without the written consent of all Lenders under such Facility;




     (v) amend, modify or waive any provision of Section 9 without the written consent of
the Administrative Agent;




     (vi) amend, modify or waive any provision of Section 2.6 or 2.7 without the written
consent of the Swingline Lender;




     (vii) amend, modify or waive any provision of Section 3 without the written consent of
the Issuing Banks; or




     (viii) amend, modify or waive any provisions in the Loan Documents to add additional
facilities (with tenors not shorter than and on terms no less favorable than the Facilities)
entitled to share ratably in the Collateral and in prepayments without the written consent
of the Required Lenders, provided that, to the extent specified in Section 2.8, this
Agreement may be amended to establish Incremental Loan Commitments of any Series pursuant to
an Incremental Loan Amendment executed between the Borrower, the relevant Incremental
Lenders of such Series and the Administrative Agent only, and any such Incremental Loan
Amendment shall not require the consent of any other party to this Agreement.


Any such waiver and any such amendment, supplement or modification shall apply equally to each of
the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative


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Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the
Lenders and the Administrative Agent shall be restored to their former position and rights
hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon.




     10.2 Notices. (a) Except as provided in paragraph (b) below, all notices and other
communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as follows:



	 	 	 
	Holdings:

	 	Doane Pet Care Enterprises, Inc.

210 Westwood Place South, Suite 400

Brentwood, TN 37027

Attention: Chief Financial Officer

Telecopy: (615) 309-1191

Telephone: (615) 373-7774
	 
	 	 
	The Borrower:

	 	Doane Pet Care Company

210 Westwood Place South, Suite 400

Brentwood, TN 37027

Attention: Chief Financial Officer

Telecopy: (615) 309-1191

Telephone: (615) 373-7774
	 
	 	 
	with a copy to:

	 	Vinson & Elkins LLP

2300 First City Tower

1001 Fannin

Houston, TX 77002

Attention: Robert R. Rabalais

Telecopy: (713) 615-5929

Telephone: (713) 758-4526
	 
	 	 
	The Administrative Agent and the Collateral Agent:

	 	Lehman Commercial Paper Inc.

745 Seventh Avenue, 16th Floor

New York, NY 10019

Attention: Maritza Ospina

Telecopy: (212) 526-6590

Telephone: (646) 758-4648
	 
	 	 
	Lender or any Issuing Bank:

	 	to it at its address (or telecopier
number) set forth in its Administrative
Questionnaire.





Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have


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been given when sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent provided in
paragraph (b) below, shall be effective as provided in said paragraph (b).




          (b) Electronic Communications. Notices and other communications to the Lenders and
the Issuing Banks hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or Issuing
Bank pursuant to Section 2.1 if such Lender or Issuing Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Section by electronic
communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to
particular notices or communications.



          Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



          (c) Change of Address, Etc. Any party hereto may change its address or telecopier
number for notices and other communications hereunder by notice to the other parties hereto.



     10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder
or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.



     10.4 Survival. All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the making of the Loans and
other extensions of credit hereunder. The provisions of Sections 2.20, 2.21, 2.22 and 10.05, 10.14
and Section 9 shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this



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Agreement or any provision hereof, provided that Section 10.14 shall survive the
termination of this Agreement by no longer than one year.



     10.5 Expenses, Indemnity; Damage Waiver. (a) Costs and Expenses. The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent
and/or the Collateral Agent and their Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent and the Collateral Agent) in connection with
the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable
out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, any Lender or
any Issuing Bank (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or any Issuing Bank), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section 10.5, or (B) in connection with the Loans made or Letters
of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.



          (b) Indemnification by the Borrower. The Borrower shall indemnify each Agent (and
any sub-agent thereof), each Lender and each Issuing Bank, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any
Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or Release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any
way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by the Borrower, and
regardless of whether any Indemnitee is a party thereto, provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee or (y) result from a claim brought by the Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other
Loan Document, if the Borrower or such Loan Party has obtained a



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final and nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.



          (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.5 to be paid
by it to any Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the
foregoing, each Lender severally agrees to pay to such Agent (or any such sub-agent), such Issuing
Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as
of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against any Agent (or
any such sub-agent) or any Issuing Bank in its capacity as such, or against any Related Party of
any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Bank in
connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject
to the provisions of Section 2.14.



          (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, neither the Borrower nor Holdings shall assert, and each hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of
the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



          (e) Payments. All amounts due under this Section 10.5 shall be payable promptly
after demand therefor.



     10.6 Successors and Assigns; Participations and Assignments, Successors and Assigns
Generally. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby, except that
neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative Agent and each Lender
(and any attempted assignment or transfer by the Borrower or such other Loan Party without such
consent shall be null and void) and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of
paragraph (b) of this Section 10.6, (ii) by way of participation in accordance with the provisions
of paragraph (d) of this Section 10.6 or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of paragraph (f) of this Section 10.6. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the
extent provided in paragraph (d) of this Section 10.6 and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.



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          (b) Assignments by Lenders. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitment and the Loans of any Class, tranche or Series at the time owing
to it); provided that



               (i) except in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans of such Class, tranche or Series at the time owing to it or in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect
to a Lender, the aggregate amount of the Commitment and/or Loans of such Class, tranche or Series
of the assigning Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent shall not
be less than $5,000,000 (or the equivalent thereof in Euros, as applicable) in the case of any
assignment in respect of a revolving facility, or $1,000,000 (or the equivalent thereof in Euros,
as applicable), in the case of any assignment in respect of a term facility, unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is continuing, and except
in the case of a Related Lender Assignment, the Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed); provided that such amounts shall be aggregated in
respect of a Lender and its Affiliates or Approved Funds, if any;



               (ii) each partial assignment shall be made as an assignment (including without limitation a
Related Lender Assignment) of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loan and/or the Commitment of the respective
Class, tranche or Series assigned; provided that this clause shall not be construed to
prohibit the assignment of a proportionate part of all the assigning Lender’s rights and
obligations in respect of one Class, tranche or Series of Loans and/or Commitment;



               (iii) any assignment of a Revolving Commitment (including without limitation a Related
Lender Assignment) must be approved by the Administrative Agent and the Issuing Banks; and



               (iv) except as provided below with respect to Related Lender Assignments, the parties to each
assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption,
together with a processing and recordation fee of $3,500 (with only one such fee payable in
connection with simultaneous assignments to or by two or more Approved Funds) and (y) such forms,
certificates or other evidence, if any, with respect to United States federal income tax
withholdings matters as the assignee under such Assignment and Assumption may be required to
deliver pursuant to Section 2.21(e), and the Eligible Assignee, if it shall not be a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.



          Notwithstanding anything contained in this Section 10.6 to the contrary, a Lender may effect a
Related Lender Assignment without delivering an Assignment and Assumption to the Administrative
Agent and without payment of the processing and recordation fee (provided that, subject to
Section 10.6(b)(iv), such fee shall be payable if a Related Lender Assignment is disclosed by
delivery of a manually executed Assignment and Assumption to the Administrative Agent) and without
delivering an Administrative Questionnaire (provided that should an



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assignee party to a Related Lender Assignment that is not a Lender deliver an Assignment and
Assumption for recording, such assignee shall also deliver an Administrative Questionnaire and
applicable tax forms); provided that the Borrower, the Agents and the other Lenders shall
continue to deal solely and directly with such assigning Lender until such Assignment and
Assumption has been delivered to the Administrative Agent and promptly recorded in the Register in
accordance with Section 10.6(c). The failure of such assigning Lender to deliver to the
Administrative Agent an Assignment and Assumption with respect to such Related Lender Assignment
shall not affect the legality, validity or binding effect of such assignment, which shall be
effective upon the date specified therein. Subject to the provisions set forth in the following
sentence, the Borrower agrees that each assignee party to a Related Lender Assignment shall be
entitled to the benefits of Sections 2.20, 2.21 and 2.22 to the same extent as if it had
consummated such assignment by delivery of an Assignment and Assumption pursuant to paragraph
(b)(iv) of this Section 10.6. To the extent permitted by law, each assignee party to a Related
Lender Assignment also shall be entitled to the benefits of Section 10.7, provided that as
a Lender such assignee shall be subject to Section 10.8. An assignee party to a Related Lender
Assignment shall not be entitled to receive any greater payment under Section 2.20 or 2.21 than the
applicable assignor Lender would have been entitled to receive with respect to the Loans assigned
in such Related Lender Assignment until an Assignment and Assumption has been delivered to the
Administrative Agent and recorded in the Register in accordance with paragraph (c) of this Section
10.6. Any assignee party to a Related Lender Assignment shall not be entitled to the benefits of
Section 2.21(a) unless such assignee complies with Section 2.21(e).



          Except in the case of Related Lender Assignments, subject to acceptance and recording thereof
by the Administrative Agent pursuant to paragraph (c) of this Section 10.6, from and after the
effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of
Sections 2.20, 2.21, 2.22 and 10.5 with respect to facts and circumstances occurring prior to the
effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (d) of this Section 10.6. In the case of Related Lender Assignments (and
notwithstanding the immediately preceding sentence), the failure of the assigning Lender to deliver
an Assignment and Assumption with respect to any such Related Lender Assignment to the
Administrative Agent shall not affect the legality, validity or binding effect of such assignment,
which shall be effective upon the date specified therein; provided that the Borrower, the
Agents and the other Lenders shall continue to deal solely and directly with such assigning Lender
until an Assignment and Assumption has been delivered to the Administrative Agent and recorded in
the Register in accordance with Section 10.6(c) below.



          (c) Register. The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at one of its offices in New York City a copy of each Assignment



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and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations (a
“Registered Loan”) owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”); provided, however, that in the case of any Related Lender
Assignment, and which assignment is not delivered to the Administrative Agent and not recorded in
the Register, the assigning Lender, acting for this purpose as an agent of the Borrower shall
maintain a comparable register. Upon written request of the Administrative Agent, the assigning
Lender party to a Related Lender Assignment shall provided a written report setting forth the name
of each assignee entered an such Lender’s register as of the date of written report and the amount
of the obligations than held by each such assignee. The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time and from time to
time upon reasonable prior notice. Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire and any forms required under Section 2.21(e) (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section
10.6 (to the extent required) and any written consent to such assignment required by paragraph (b)
of this Section 10.6 (in each case to the extent required), the Administrative Agent shall accept
such Assignment and Assumption and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph (except to the extent provided herein with respect to
Related Lender Assignments).



          (d) Participations. Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Administrative Agent and the Lenders and Issuing Bank
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement.



          Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver with respect to any action (i)
effecting the extension of the final maturity of the Loan allocated to such participation, (ii)
effecting a reduction of the principal amount of or the rate of interest payable on any Loan or any
fee allocated to such participation or increasing the amount of the Participant’s participation
over the amount then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of
such participation, and that an increase in any Commitment or Loan shall be permitted without



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the consent of any Participant if such Participant’s participation is not increased as a
result thereof), (iii) releasing all or substantially all of the Collateral, or (iv) releasing all
or substantially all of the Guarantors from their obligations under the Guaranties. Subject to
paragraph (e) of this Section 10.6, the Borrower agrees that each Participant shall be entitled to
the benefits of Section 2.20 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 10.6. To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 10.7 as though it were a
Lender, provided such Participant agrees to be subject to Section 10.8 as though it were a
Lender.



          In the event that any Lender sells participations in a Registered Loan, such Lender shall
maintain a register on which it enters the name of all participants in the Registered Loans held by
it (the “Participant Register”). A Registered Loan (and the registered note, if any,
evidencing the same) may be participated in whole or in part only by registration of such
participation on the Participant Register (and each registered note shall expressly so provide).
Any participation of such Registered Loan (and the registered note, if any, evidencing the same)
may be effected only by the registration of such participation on the Participant Register.



          (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 2.19 and 2.20 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Borrower’s prior written consent. A
Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.21 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
2.21(e) as though it were a Lender.



          (f) Certain Pledges. Without the consent of or notice to any Agent or any Loan
Party, any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement to secure obligations of such Lender, including, without limitation,
any pledge or assignment to secure obligations to a Federal Reserve Bank and this Section 10.6
shall not apply to any pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.



          (g) Special Purpose Vehicles. Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Bank”) may grant to a special purpose funding vehicle (a
“SPC”), identified as such in writing from time to time by the Granting Bank to
Administrative Agent and Borrower, the option to provide to Borrower all or any part of the
Borrowing that such Granting Bank would otherwise be obligated to make to Borrower pursuant to this
Agreement; provided, however, that (i) nothing herein shall constitute a commitment
by any SPC to make the Borrowing, (ii) if a SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Borrowing, the Granting Bank shall be obligated to make
the borrowing pursuant to the terms hereof. The making of a borrowing by a SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, the borrowing were made
by such Granting Bank. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for which shall remain
with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall



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survive the termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other senior indebtedness of
any SPC, it will not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws
of the United States or any State thereof. In addition, notwithstanding anything to the contrary
contained in this Section 10.6(g), any SPC may (i) with notice to, but without the prior written
consent of, Borrower and the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any borrowings to the Granting Bank or to any financial
institutions (consented to by Borrower and the Administrative Agent) providing liquidity and/or
credit support to or for the account of such SPC to support the funding or maintenance of its Loans
and (ii) disclose on a confidential basis any non-public information relating to its Loan to any
rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC. This Section 10.6 may not be amended without the written consent of the
SPC.



     10.7 Right of Set-off. If an Event of Default shall have occurred and be continuing,
each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) at any time held and other obligations (in whatever currency) at any time owing by such
Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing under this
Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether
or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any
other Loan Document and although such obligations of the Borrower may be contingent or unmatured or
are owed to a branch or office of such Lender or such Issuing Bank different from the branch or
office holding such deposit or obligated on such indebtedness. The rights of each Lender, each
Issuing Bank and their respective Affiliates under this Section 10.7 are in addition to other
rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their
respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application, provided that
the failure to give such notice shall not affect the validity of such setoff and application.



     10.8 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on
any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of its Loans and accrued interest thereon or other such
obligations greater than its pro rata share thereof as provided herein, then the Lender receiving
such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans and such other obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Loans and other amounts owing them,
provided that:



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     (i) if any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest; and




     (ii) the provisions of this Section 10.8 shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express terms of this
Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Loans or participations in L/C Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which
the provisions of this Section 10.8 shall apply).



          The Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.



     10.9 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     10.10 Obligations Several; Independent Nature of the Lenders’ Rights. The obligations
of the Lenders hereunder are several and no Lender shall be responsible for the obligations or
Commitments of any other Lender hereunder. Nothing contained herein or in any other Loan Document,
and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the
Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts
payable at any time hereunder to each Lender shall be a separate and independent debt, and each
Lender shall be entitled to protect and enforce its rights arising out of this Agreement and it
shall not be necessary for any other Lender to be joined as an additional party in any proceeding
for such purpose.



     10.11 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the law of the State of New York.



     10.12 Submission To Jurisdiction; Waivers. (a) Each Holdings and the Borrower
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the courts of the State of New York sitting in New York County and of the United
States District Court sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or any other Loan Document, or
for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State court or, to the fullest extent permitted by applicable law, in
such Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or in any other



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Loan Document shall affect any right that the Administrative Agent, any Lender or any Issuing
Bank may otherwise have to bring any action or proceeding relating to this Agreement or any other
Loan Document against the Borrower or its properties in the courts of any jurisdiction.



          (b) Waiver of Venue. Each of Holdings and the Borrower irrevocably and
unconditionally waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of venue of any action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of
this Section 10.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.



          (c) Service of Process. Each party hereto irrevocably consents to service of process
in the manner provided for notices in Section 10.2. Nothing in this Agreement will affect the
right of any party hereto to serve process in any other manner permitted by applicable law.



     10.13 Acknowledgments. Each of Holdings and the Borrower hereby acknowledges that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;



          (b) neither the Agents nor any Lender has any fiduciary relationship with or duty to Holdings
or the Borrower arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between Agents and Lenders, on one hand, and Holdings and the
Borrower, on the other hand, in connection herewith or therewith is solely that of creditor and
debtor; and



          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower
and the Lenders.



     10.14 Confidentiality. Each of the Agents, the Lenders and the Issuing Banks agrees
to maintain the confidentiality of the Information (as defined below), except that Information may
be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and other representatives (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the extent requested by
any regulatory authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan
Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 10.14, to (i) any assignee of or Participant in, or
any prospective assignee of or Participant in, any of its rights or obligations



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under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as
a result of a breach of this Section 10.14 or (y) becomes available to the Administrative Agent,
any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from
a source other than the Borrower.



          For purposes of this Section 10.14, “Information” means all information received from
the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any
of their respective businesses, other than any such information that is available to the
Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure
by the Borrower or any of its Subsidiaries, provided that, in the case of information
received from the Borrower or any of its Subsidiaries after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 10.14 shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.



     10.15 Waiver of Jury Trial. Each party hereto hereby irrevocably waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal
proceeding directly or indirectly arising out of or relating to this agreement or any other loan
document or the transactions contemplated hereby or thereby (whether based on contract, tort or any
other theory). each party hereto (a) certifies that no representative, agent or attorney of any
other person has represented, expressly or otherwise, that such other person would not, in the
event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the
other parties hereto have been induced to enter into this agreement and the other loan documents
by, among other things, the mutual waivers and certifications in this section.



     10.16 Counterparts; Integration; Electronic Effectiveness.



          (a) Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents, and any separate letter agreements with respect to
fees payable to the Administrative Agent, constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in Section 5, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof that, when taken together, bear the
signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement or of a Lender Addendum by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.



          (b) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be



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of the same legal effect, validity or enforceability as a manually executed signature or the
use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in
any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws
based on the Uniform Electronic Transactions Act.



     10.17 Maximum Amount.



          (a) It is the intention of the Borrower and the Lenders to conform strictly to the usury and
similar laws relating to interest from time to time in force, and all agreements between the Loan
Parties and their respective Subsidiaries and the Lenders, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no contingency or
event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or
agreed to be paid in the aggregate to the Lenders as interest (whether or not designated as
interest, and including any amount otherwise designated but deemed to constitute interest by a
court of competent jurisdiction) hereunder or under the other Loan Documents or in any other
agreement given to secure the Indebtedness or obligations of the Borrower to the Lenders, or in any
other document evidencing, securing or pertaining to the Indebtedness evidenced hereby, exceed the
maximum amount permissible under applicable usury or such other laws (the “Maximum
Amount”). If under any circumstances whatsoever fulfillment of any provision hereof, or any of
the other Loan Documents, at the time performance of such provision shall be due, shall involve
exceeding the Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be reduced to
the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or
payable hereunder in respect of laws pertaining to usury or such other laws, all sums paid or
agreed to be paid to the holder hereof for the use, forbearance or detention of the Indebtedness of
the Borrower evidenced hereby, outstanding from time to time shall, to the extent permitted by
applicable law, be amortized, pro-rated, allocated and spread from the date of disbursement of the
proceeds of the Notes until payment in full of all of such Indebtedness, so that the actual rate of
interest on account of such Indebtedness is uniform through the term hereof. The terms and
provisions of this Section 10.17 shall control and supersede every other provision of all
agreements between the Borrower or any endorser of the Notes and the Lenders.



          (b) If under any circumstances any Lender shall ever receive an amount which would exceed the
Maximum Amount, such amount shall be deemed a payment in reduction of the principal amount of the
Loans and shall be treated as a voluntary prepayment under Section 2.12(a) and shall be so applied
in accordance with Section 2.12(b) or if such excessive interest exceeds the unpaid balance of the
Loans and any other Indebtedness of the Borrower in favor of such Lender, the excess shall be
deemed to have been a payment made by mistake and shall be promptly refunded to the Borrower.



     10.18 Judgment Currency. This is an international loan transaction in which the
specification of Dollars or Euros, as the case may be (the “Specified Currency”), and
payment in New York City or the country of the Specified Currency, as the case may be (the
“Specified Place”), is of the essence, and the Specified Currency shall be the currency of
account in all events relating to Loans denominated in the Specified Currency. The payment
obligations of the Loan Parties under this Agreement and the other Loan Documents shall not be
discharged or



-103-









 







satisfied by an amount paid in another currency or in another place, whether pursuant to a
judgment or otherwise, to the extent that the amount so paid on conversion to the Specified
Currency and transfer to the Specified Place under normal banking procedures does not yield the
amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of
obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified
Currency into another currency (the “Second Currency”), the rate of exchange that shall be
applied shall be the rate either (i) at which in accordance with normal banking procedures the
Administrative Agent could purchase the Specified Currency with the Second Currency on the Business
Day immediately preceding the day on which such judgment is rendered or (ii) which is otherwise
required by applicable law. To the maximum extent permitted by applicable law, the obligation of
any Loan Party in respect of any such sum due from it to the Administrative Agent or any Lender
hereunder (in this Section 10.18 called an “Entitled Person”) shall, notwithstanding the
rate of exchange actually applied in rendering such judgment, be discharged only to the extent that
on the Business Day following receipt by such Entitled Person of any sum adjudged to be due
hereunder in the Second Currency, such Entitled Person may in accordance with normal banking
procedures purchase and transfer to the Specified Place the Specified Currency with the amount of
the Second Currency so adjudged to be due; and such Loan Party hereby, as a separate obligation and
notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay
such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum
originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of
the Specified Currency so purchased and transferred.



     10.19 USA Patriot Act. Each Lender hereby notifies the Loan Parties that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), such Lender may be required to obtain, verify and record information that identifies the
Loan Parties, which information includes the name and address of each Loan Party and other
information that will allow such Lender to identify the Loan Parties in accordance with said Act.



     10.20 Delivery of Lender Addenda. Each initial Lender (other than any Lender whose
name appears on the signature pages to this Agreement) shall become a party to this Agreement by
delivering to the Administrative Agent a Lender Addendum duly executed by such Lender.



-104-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	BORROWER: 	DOANE PET CARE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Woodlief 	 
	 	 	Title:  	Vice President, Finance and Chief
Financial Officer 	 
	 
	HOLDINGS: 	DOANE PET CARE ENTERPRISES, INC.,

      as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Woodlief 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 



-105-









 






	 	 	 	 	 



	 	 	 	 	 
	ADMINISTRATIVE AGENT: 	LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent and as a Lender

 	 
	 	By:  	

 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-106-









 






	 	 	 	 	 



Annex A




PRICING GRID




Revolving Facility




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Margin	 	 	 	 
	Consolidated Senior	 	for Eurocurrency	 	Applicable Margin	 	Commitment Fee
	Secured Debt Ratio	 	Loans	 	for ABR Loans	 	Rate
	> 2.50:1

	 	 	2.75	%	 	 	1.75	%	 	 	0.50	%
	>
1.75:1 £ 2.50:1

	 	 	2.50	%	 	 	1.50	%	 	 	0.50	%
	> 1.0:1 £ 1.75:1

	 	 	2.25	%	 	 	1.25	%	 	 	0.50	%
	£ 1.0:1

	 	 	2.00	%	 	 	1.00	%	 	 	0.375	%






          For the purposes of the Pricing Grid, changes in the Applicable Margin or the Commitment
Fee Rate resulting from changes in the Consolidated Senior Secured Debt Ratio shall become
effective on the date that is three Business Days after the date on which financial statements
(together with the related compliance certificate) are delivered to the Lenders pursuant to Section
6.1 and shall remain in effect until the next such change to be effected pursuant to this
Agreement. If any financial statements (and compliance certificates) referred to above are not
delivered within the time periods specified in Section 6.1, then, until the date that is three
Business Days after the date on which such financial statements are delivered, the highest rate set
forth in each column of the Pricing Grid shall apply. In addition, at all times while an Event of
Default shall have occurred and be continuing (after taking into account applicable grace periods),
the highest rate set forth in each column of the Pricing Grid shall apply.














 






Schedules to the Credit Agreement




[Omitted]




 









 








EXHIBIT A

TO

CREDIT AGREEMENT




[FORM OF] GUARANTEE AND COLLATERAL AGREEMENT




made by




DOANE PET CARE COMPANY,




EACH OF THE OTHER GRANTORS




(as defined herein)




and




WILCHESTER INVESTMENTS LIMITED




in favor of




LEHMAN COMMERCIAL PAPER INC.,




as Collateral Agent




Dated as of October 24, 2005





 









 








	 	 	 	 	 	 	 
	SECTION 1  DEFINED TERMS	 	 	1	 
	 
	 	 	 	 	 	 
	1.1
	 	Definitions	 	 	1	 
	1.2
	 	Other Definitional Provisions	 	 	7	 
	 
	 	 	 	 	 	 
	SECTION 2. GUARANTEE	 	 	7	 
	 
	 	 	 	 	 	 
	2.1
	 	Guarantee	 	 	7	 
	2.2
	 	Right of Contribution	 	 	8	 
	2.3
	 	No Subrogation	 	 	8	 
	2.4
	 	Amendments, etc. with respect to the Borrower Obligations	 	 	8	 
	2.5
	 	Guarantee Absolute and Unconditional	 	 	9	 
	2.6
	 	Bankruptcy, etc	 	 	10	 
	2.7
	 	Payments	 	 	10	 
	2.8
	 	Waivers	 	 	10	 
	2.9
	 	Subordination of Other Obligations	 	 	11	 
	2.10
	 	Authority of Guarantors or the Borrower	 	 	11	 
	2.11
	 	Financial Condition of the Borrower	 	 	11	 
	 
	 	 	 	 	 	 
	SECTION 3. GRANT OF SECURITY INTEREST	 	 	12	 
	 
	 	 	 	 	 	 
	3.1
	 	Grant of Security Interest	 	 	12	 
	3.2
	 	Stock Powers	 	 	13	 
	 
	 	 	 	 	 	 
	SECTION 4. REPRESENTATIONS AND WARRANTIES	 	 	13	 
	 
	 	 	 	 	 	 
	4.1
	 	Representations in Credit Agreement	 	 	14	 
	4.2
	 	Title; No Other Liens	 	 	14	 
	4.3
	 	Perfected First Priority Liens	 	 	14	 
	4.4
	 	Organization Information	 	 	14	 
	4.5
	 	Legal Name	 	 	14	 
	4.6
	 	Change in Name, Structure, etc	 	 	15	 
	4.7
	 	Inventory and Equipment	 	 	15	 
	4.8
	 	Farm Products	 	 	15	 
	4.9
	 	As-extracted collateral, etc	 	 	15	 
	4.10
	 	No Actions or Consents	 	 	15	 
	4.11
	 	No authorization	 	 	15	 
	4.12
	 	Pledged Securities	 	 	15	 
	4.13
	 	Accounts	 	 	16	 
	4.14
	 	Intellectual Property	 	 	16	 
	4.15
	 	Investment Accounts	 	 	16	 
	4.16
	 	Commercial Tort Claims	 	 	17	 
	4.17
	 	Pledged Debt	 	 	17	 
	4.18
	 	Letter of Credit Rights	 	 	17	 
	4.19
	 	Additional Representations of WIL	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 5. COVENANTS	 	 	18	 






-i-









 





	 	 	 	 	 	 	 
	5.1
	 	Covenants in Credit Agreement	 	 	18	 
	5.2
	 	Delivery of Instruments and Chattel Paper	 	 	18	 
	5.3
	 	Maintenance of Insurance	 	 	18	 
	5.5
	 	Changes in Locations, Name, etc	 	 	19	 
	5.6
	 	Notices	 	 	19	 
	5.7
	 	Pledged Securities	 	 	19	 
	5.8
	 	Accounts	 	 	21	 
	5.9
	 	Intellectual Property	 	 	21	 
	5.10
	 	Investment Accounts	 	 	22	 
	5.11
	 	Commercial Tort Claims	 	 	22	 
	5.12
	 	Letter of Credit Rights	 	 	22	 
	5.13
	 	Covenants of Holdings	 	 	22	 
	 
	 	 	 	 	 	 
	SECTION 6. REMEDIAL PROVISIONS	 	 	23	 
	 
	 	 	 	 	 	 
	6.1
	 	Certain Matters Relating to Accounts	 	 	23	 
	6.2
	 	Communications with Obligors; Grantors Remain Liable	 	 	24	 
	6.3
	 	Pledged Securities	 	 	24	 
	6.4
	 	Proceeds to be Turned Over To Collateral Agent	 	 	26	 
	6.5
	 	Application of Proceeds	 	 	26	 
	6.6
	 	Code and Other Remedies	 	 	26	 
	6.7
	 	Registration Rights	 	 	27	 
	6.8
	 	Deficiency	 	 	28	 
	6.9
	 	Limitation of Remedies	 	 	28	 
	 
	 	 	 	 	 	 
	SECTION 7. THE COLLATERAL AGENT	 	 	28	 
	 
	 	 	 	 	 	 
	7.1
	 	Collateral Agent’s Appointment as Attorney-in-Fact, etc	 	 	28	 
	7.2
	 	Duty of Collateral Agent	 	 	30	 
	7.3
	 	Filing of Financing Statements	 	 	30	 
	7.4
	 	Authority of Collateral Agent	 	 	31	 
	 
	 	 	 	 	 	 
	SECTION 8. MISCELLANEOUS	 	 	31	 
	 
	 	 	 	 	 	 
	8.1
	 	Amendments in Writing	 	 	31	 
	8.2
	 	Notices	 	 	31	 
	8.3
	 	No Waiver by Course of Conduct; Cumulative Remedies	 	 	31	 
	8.4
	 	Enforcement Expenses; Indemnification	 	 	31	 
	8.5
	 	Successors and Assigns	 	 	32	 
	8.6
	 	Set-Off	 	 	32	 
	8.7
	 	Counterparts	 	 	33	 
	8.8
	 	Severability	 	 	33	 
	8.9
	 	Section Headings	 	 	33	 
	8.10
	 	Integration	 	 	33	 
	8.11
	 	GOVERNING LAW	 	 	33	 
	8.12
	 	Submission To Jurisdiction; Waivers	 	 	33	 
	8.13
	 	Acknowledgements	 	 	34	 






-ii-









 





	 	 	 	 	 	 	 
	8.14
	 	WAIVER OF JURY TRIAL	 	 	34	 
	8.15
	 	Additional Grantors	 	 	34	 
	8.16
	 	Releases	 	 	34	 






	 	 	 
	SCHEDULES:
	 
	 	 
	1
	 	Notice Addresses
	2
	 	Description of Pledged Securities
	3
	 	Filings and Other Actions Required to Perfect Security Interests
	4
	 	General Information
	5
	 	Location of Inventory and Equipment
	6
	 	Copyrights, Patents and Trademarks
	7
	 	Location of Books and Records
	8
	 	Existing Prior Liens
	9
	 	Investment Accounts
	10
	 	Commercial Tort Claims
	11
	 	Pledged Debt
	12
	 	Letters of Credit
	13
	 	Excluded Property
	 
	 	 
	ANNEXES:
	1
	 	Form of Assumption Agreement
	 
	 	 
	2
	 	Form of Acknowledgment and Consent
	 
	 	 
	EXHIBITS
	 
	 	 
	A
	 	Trademark Security Agreement
	 
	 	 
	B
	 	Copyright Security Agreement
	 
	 	 
	C
	 	Patent Security Agreement






-iii-









 





GUARANTEE AND COLLATERAL AGREEMENT




          GUARANTEE AND COLLATERAL AGREEMENT, dated as of October 24, 2005 (as amended, supplemented or
otherwise modified from time to time, this “Agreement”), made by DOANE PET CARE
ENTERPRISES, INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a Delaware
corporation (the “Borrower”), each of the Subsidiaries of the Borrower signatories hereto
(Holdings, the Borrower and each of such Subsidiaries, together with any other Subsidiary of the
Borrower that becomes a party hereto from time to time after the date hereof, the
“Grantors”) and WILCHESTER INVESTMENTS LIMITED, a Jersey limited company (together with its
permitted successors and assigns, “WIL”), in favor of LEHMAN COMMERCIAL PAPER INC., as
Collateral Agent (together with its successors and assigns, in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined herein).




W I T N E S S E T H:




          WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as
it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, Holdings, the lenders party thereto from time to time
(the “Lenders”) and Lehman Commercial Paper Inc., as Administrative Agent and the
Collateral Agent.




          WHEREAS, the Borrower is a member of an affiliated group of companies that includes each other
Grantor;




          WHEREAS, the Borrower and the other Grantors are engaged in related businesses, and each
Grantor will derive substantial direct and indirect benefit from the making of the extensions of
credit under the Credit Agreement; and




          WHEREAS, it is a condition precedent to the obligations of the Lenders to make or continue
extensions of credit to the Borrower under the Credit Agreement that the Grantors and, at the
request of and for the benefit of Holdings, WIL shall have executed and delivered this Agreement to
the Collateral Agent for the ratable benefit of the Secured Parties;




          NOW, THEREFORE, the parties hereto agree as follows:




SECTION 1  DEFINED TERMS




     1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement, or if not
defined therein, in the UCC.



          The following terms shall have the following meanings:




          “Account Debtor”: an “account debtor” (as such term is defined in Article 9 of the
UCC).




 









 








          “Accounts”: all “accounts” (as such term is defined in Article 9 of the UCC) of the
Grantors, including, without limitation , accounts, accounts receivable and other rights of any
Grantor to payment for goods sold or leased or for services rendered, whether now existing or
hereafter arising and wherever arising, and whether or not they have been earned by performance.




          “Agreement”: as defined in the preamble hereof.




          “Arovit Holdings”: Doane Pet Care (Europe) ApS.




          “Borrower”: as defined in the preamble hereof.




          “Borrower Obligations”: the collective reference to the “Obligations” as defined in
the Credit Agreement.




          “Chattel Paper”: all “chattel paper” as such term is defined in Article 9 of the UCC,
including, without limitation, “electronic chattel paper” or “tangible chattel paper,” as each term
is defined in Article 9 of the UCC.




          “Collateral”: as defined in Section 3.1.




          “Collateral Agent”: as defined in the preamble hereof.




          “Commercial Tort Claims”: all “commercial tort claims” as such term is defined in
Article 9 of the UCC, including, without limitation, all commercial tort claims listed on
Schedule 10 (as such schedule may be amended or supplemented from time to time).




          “Commodities Accounts”: all “commodity accounts” as such term is defined in Article 9
of the UCC and shall include all of the accounts listed on Schedule 9 (as such schedule may
be amended or supplemented from time to time).




          “Concentration Account”: any concentration account established by the Collateral
Agent as provided in Section 6.1 or 6.4.




          “Copyright Licenses”: any written agreement (including, without limitation, those
listed in Schedule 6, as such schedule may be amended or supplemented from time to time),
granting any right under any Copyright (whether such Grantor is licensee or licensor thereunder),
including, without limitation, the grant of rights to manufacture, distribute, exploit and sell
materials derived from any Copyright.




          “Copyrights”: (i) all copyrights arising under the laws of the United States, any
other country or any political subdivision thereof, and all Mask Works (as defined under 17 U.S.C.
901 of the U.S. Copyright Act) whether registered or unregistered and whether published or
unpublished (including, without limitation, those listed in Schedule 6) as such schedule
may be amended or supplemented from time to time, all registrations and recordings thereof, and all
applications in connection therewith, including, without limitation, all registrations, recordings
and applications in the United States Copyright Office, (ii) the right to obtain all renewals and




2









 







extensions of the foregoing thereof, (iii) all rights corresponding to the foregoing
throughout the world, and (iv) all rights to sue for past, present and future infringements of the
foregoing.




          “Credit Agreement”: as defined in the preamble hereof.




          “Danish Demand Note”: the demand promissory note (and any replacement thereof) issued
by Arovit Holdings in favor of DPC Investment dated as of October 24, 2005, in the principal amount
of €125,000,000, as from time to time amended (without prejudice to Section 5.7(e)).




          “Deposit Account”: all “deposit accounts” as such term is defined in Article 9 of the
UCC and shall include, without limitation, all of the accounts listed on Schedule 9 (as
such schedule may be amended or supplemented from time to time).




          “Documents”: all “documents” as such term is defined in Article 9 of the UCC.




          “DPC Investment”: DPC Investment Corp., a Delaware corporation.




          “Equipment”: all “equipment” as such term is defined in Article 9 of the UCC, all
machinery, manufacturing equipment, data processing equipment, computers, office equipment,
furnishings, furniture, appliances, fixtures and tools (in each case, regardless of whether
characterized as equipment under the UCC) and all accessions or additions thereto, all parts
thereof, whether or not at any time of determination incorporated or installed therein or attached
thereto, and all replacements therefore, wherever located, now or hereafter existing, including any
fixtures.




          “General Intangibles”: all “general intangibles” as such term is defined in Article 9
of the UCC and, in any event, including, without limitation, with respect to any Grantor, all
contracts, agreements, instruments and indentures in any form, and portions thereof, to which such
Grantor is a party or under which such Grantor has any right, title or interest or to which such
Grantor or any property of such Grantor is subject, as the same may from time to time be amended,
supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor
to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all
rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to
perform and to exercise all remedies thereunder.




          “Goods”: all “goods” as such term is defined in Article 9 of the UCC and shall
include, without limitation, all Inventory and Equipment (in each case, regardless of whether
characterized as goods under the UCC).




          “Grantor”: as defined in the preamble hereof.




          “Guarantor Obligations”: with respect to any Guarantor, the collective reference to
(i) the Borrower Obligations and (ii) all obligations and liabilities of such Guarantor which may
arise under or in connection with this Agreement or any other Loan Document to which such Guarantor
is a party, in each case whether on account of guarantee obligations, reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel to the Collateral Agent or to the Secured
Parties




3









 







that are required to be paid by such Guarantor pursuant to the terms of this Agreement or
any other Loan Document).




          “Guarantors”: the collective reference to Holdings and each Grantor other than the
Borrower.




          “Holdings”: as defined in the preamble hereof.




          “Instruments”: all “instruments” as such term is defined in Article 9 of the UCC.




          “Intellectual Property”: the collective reference to all rights, priorities and
privileges relating to intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses,
the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue
at law or in equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.




          “Inventory”: all “inventory” as such term is defined in Article 9 of the UCC and all
goods held for sale or lease or to be furnished under contracts of service or so leased or
furnished, all raw materials, work in process, finished goods, and materials used or consumed in
the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such
inventory or otherwise used or consumed in any Grantor’s business; all goods in which any Grantor
has an interest in mass or a joint or other interest or right of any kind; and all goods which are
returned to or repossessed by any Grantor, all computer programs embedded in any goods and all
accessions thereto and products thereof (in each case, regardless of whether characterized as
inventory under the UCC).




          “Investment Accounts”: all Securities Accounts, Commodities Accounts and Deposit
Accounts.




          “Issuers”: the collective reference to each issuer of a Pledged Security.




          “Lender Counterparty”: each Lender or any Affiliate of a Lender counterparty to a
Hedge Agreement.




          “Lenders”: as defined in the preamble hereof.




          “MDFC Operating Lease”: the Equipment Lease Agreement, between the Borrower and MDFC
Equipment Leasing Corporation, dated as of October 2, 1998, as amended.




          “Money”: all “money” as such term is defined in Article 9 of the UCC.




          “New York UCC”: the Uniform Commercial Code as from time to time in effect in the
State of New York.




          “Obligations”: (i) in the case of the Borrower, the Borrower Obligations, and (ii) in
the case of each Guarantor, its Guarantor Obligations.




4









 








          “Patent License”: all agreements, whether written or oral, providing for the grant by
or to any Grantor of any right to manufacture, use or sell any invention covered in whole or in
part by a Patent (whether such Grantor is licensee or licensor thereunder), including, without
limitation, any of the foregoing referred to in Schedule 6 (as such schedule may be amended
or supplemented from time to time).




          “Patents”: (i) all letters patent of the United States, any other country or any
political subdivision thereof, all reissues and extensions thereof and all goodwill associated
therewith, including, without limitation, any of the foregoing referred to in Schedule 6
(as such schedule may be amended or supplemented from time to time), (ii) all applications for
letters patent of the United States or any other country and all divisions, continuations and
continuations-in-part thereof, including, without limitation, any of the foregoing referred to in
Schedule 6 (as such schedule may be amended or supplemented from time to time), (iii) all
rights to obtain any reissues or extensions of the foregoing, (iv) all rights corresponding to the
foregoing throughout the world, (v) all inventions and improvements described in the foregoing,
(vi) all rights to sue for past, present and future infringements of the foregoing and (vii) all
licenses, claims, damages and proceeds of suit arising therefrom.




          “Pledged Debt”: all Indebtedness owed to such Grantor, whether or not evidenced by
any instrument, including without limitation, all Pledged Notes.




          “Pledged LLC Interests”: all interests in any limited liability company listed on
Schedule 2 (as such schedule may be amended or supplemented from time to time), together
with any other interests, certificates, options or rights of any nature whatsoever in respect of
the limited liability company interest of any Person that may be issued or granted to, or held by,
any Grantor while this Agreement is in effect.




          “Pledged Notes”: all promissory notes listed on Schedule 2 (as such schedule
may be amended or supplemented from time to time), all Intercompany Notes at any time issued to any
Grantor (including, without limitation, the Danish Demand Note) and all other promissory notes
issued to or held by any Grantor (other than promissory notes issued in connection with extensions
of trade credit by any Grantor in the ordinary course of business).




          “Pledged Partnership Interests”: all interests in any general partnership, limited
partnership, limited liability partnership or other partnership listed on Schedule 2 (as
such schedule may be amended or supplemented from time to time), together with any other interests,
certificates, options or rights of any nature whatsoever in respect of the partnership interest of
any Person that may be issued or granted to, or held by, any Grantor while this Agreement is in
effect.




          “Pledged Securities”: the collective reference to the Pledged Notes, the Pledged
Stock, the Pledged LLC Interests, the Pledged Partnership Interests and the Pledged Trust
Interests.




          “Pledged Stock”: the shares of Capital Stock listed on Schedule 2 (as such
schedule may be amended or supplemented from time to time), together with any other shares, stock
certificates, options or rights of any nature whatsoever in respect of the Capital Stock of




5









 







any Person that may be issued or granted to, or held by, any Grantor or (with respect to any Capital
Stock of the Borrower or any of its Subsidiaries) WIL while this Agreement is in effect (which, in
the case of the Foreign Subsidiaries of the Borrower, shall not exceed 65% of the Capital Stock of
such Foreign Subsidiaries).




          “Pledged Trust Interests”: all interests in a Delaware business trust or other trust
listed on Schedule 2 (as such schedule may be amended or supplemented from time to time),
together with any other interests, certificates, options or rights of any nature whatsoever in
respect of the trust interest of any Person that may be issued or granted to, or held by, any
Grantor while this Agreement is in effect.




          “Proceeds”: all “proceeds” as such term is defined in Article 9 of the UCC and, in
any event, shall include, without limitation, all dividends or other income from the Pledged
Securities, collections thereon or distributions or payments with respect thereto.




          “Secured Parties”: the Lenders, the Lender Counterparties and Agents and shall
include, without limitation, all former Lenders, Lender Counterparties and Agents to the extent
that any Obligations owing to such Persons were incurred while such Persons were Lenders, Lender
Counterparties or Agents and such Obligations have not been paid or satisfied in full.




          “Securities Accounts”: all “securities accounts” as such term is defined in Article 8
of the UCC and shall include, without limitation, all of the accounts listed on Schedule 9
(as such schedule may be amended or supplemented from time to time).




          “Securities Act”: the Securities Act of 1933, as amended.




          “Trademark License”: any agreement, whether written or oral, providing for the grant
by or to any Grantor of any right to use any Trademark (whether such Grantor is licensee or
licensor thereunder), including, without limitation, any of the foregoing referred to in
Schedule 6 (as such schedule may be amended or supplemented from time to time).




          “Trademarks”: (i) all trademarks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, service marks, logos and other source or
business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all applications in connection therewith
other than any pending intent to use applications for which a statement of use or an amendment to
allege use have not been filed and accepted, whether in the United States Patent and Trademark
Office or in any similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law rights related
thereto, including, without limitation, any of the foregoing referred to in Schedule 6, (as
such schedule may be amended or supplemented from time to time) (ii) the right to obtain all
renewals and extensions of the foregoing, (iii) all of the goodwill of the business connected with
the use of and symbolized by the foregoing and (iv) the right to sue for past, present and future
infringement or dilution of any of the foregoing or for any injury to goodwill.




          “UCC”: the Uniform Commercial Code as in effect from time to time in the State of New
York or, when the context implies, the Uniform Commercial Code as in effect from time to time in
any other applicable jurisdiction.




6









 








          “Vehicles”: all cars, trucks, trailers, construction and earth moving equipment and
other vehicles and equipment covered by a certificate of title of any state or of the United States
of America and all tires and other appurtenances to any of the foregoing.




          “WIL”: as defined in the preamble hereof.




     1.2 Other Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement, and Section and Schedule
references are to this Agreement unless otherwise specified.



          (b) The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




          (c) Where the context requires, terms relating to the Collateral or any part thereof, when
used in relation to a Grantor or WIL, shall refer to such Grantor’s or WIL’s Collateral or the
relevant part thereof.




SECTION 2. GUARANTEE




     2.1 Guarantee. (a) Each of the Guarantors hereby, jointly and severally,
unconditionally and irrevocably, guarantees to the Collateral Agent, for the ratable benefit of the
Lenders, the Lender Counterparties and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations.



          (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed
the amount which can be guaranteed by such Guarantor under applicable federal and state laws
relating to the insolvency of debtors (after giving effect to the right of contribution established
in Section 2.2).




          (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time
exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee
contained in this Section 2 or affecting the rights and remedies of the Collateral Agent or any
Secured Party hereunder.




          (d) The guarantee contained in this Section 2 shall remain in full force and effect until all
the Borrower Obligations and the obligations of each Guarantor under the
guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter
of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from
time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding.




          (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other
Person or received or collected by the Collateral Agent or any Secured Party from the Borrower, any
of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or




7









 







from time to time in reduction of or in
payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect
the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than
any payment made by such Guarantor in respect of the Borrower Obligations or any payment received
or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the
Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower
Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated.




     2.2 Right of Contribution. Each Guarantor hereby agrees that to the extent that a
Guarantor shall have paid more than its proportionate share of any payment made hereunder, such
Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor
hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of
contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the
Collateral Agent and the Secured Parties, and each Guarantor shall remain liable to the Collateral
Agent and the Secured Parties for the full amount guaranteed by such Guarantor hereunder.



     2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or
any set-off or application of funds of any Guarantor by the Collateral Agent or any Secured Party,
no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any
Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee
or right of offset held by the Collateral Agent or any Secured Party for the payment of the
Borrower Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Collateral Agent and the Secured Parties by the
Borrower on account of the Borrower Obligations are paid in full, no Letter of Credit shall be
outstanding and the Commitments are terminated. If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time when all of the Borrower Obligations shall not have
been paid in full, such amount shall be held by such Guarantor in trust for the Collateral Agent
and the Secured Parties, and shall, forthwith upon receipt by such Guarantor, be turned over to the
Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to
the Collateral Agent, if required), to be applied against the Borrower Obligations, whether matured
or unmatured, in such order as the Collateral Agent may determine.



     2.4 Amendments, etc. with respect to the Borrower Obligations. Each Guarantor shall
remain obligated hereunder notwithstanding that, without any reservation of rights against any
Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any
of the Borrower Obligations made by the Collateral Agent or any Secured Party may be rescinded by
the Collateral Agent or such Secured Party and any of the Borrower Obligations continued, and the
Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time
to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised,
waived, surrendered or released by the Collateral Agent or any Secured Party, and the Credit
Agreement, the other Loan Documents, and any Hedging Agreement, and any other documents executed
and delivered in connection therewith may be



8









 




amended, modified, supplemented or terminated, in
whole or in part, as the Collateral Agent (or the Required Lenders, the Majority Facility Lenders
or all Lenders, as the case may be) may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Collateral Agent or any Secured
Party for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Collateral Agent nor any Secured Party shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations
or for the guarantee contained in this Section 2 or any property subject thereto.




     2.5 Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of
the creation, renewal, extension or accrual of any of the Borrower Obligations and notice of or
proof of reliance by the Collateral Agent or any Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all
dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent
and the Secured Parties, on the other hand, likewise shall be conclusively presumed to have been
had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor
waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or any of the Guarantors with respect to the Borrower Obligations. Each
Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed
as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity
or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower
Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Collateral Agent or any Secured Party, (b) any
defense, set-off or counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against the Collateral
Agent or any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or
knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of
such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other
instance. When making any demand hereunder or otherwise pursuing its rights
and remedies hereunder against any Guarantor, the Collateral Agent or any Secured Party may,
but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Borrower, any other Guarantor or any other Person or against
any collateral security or guarantee for the Borrower Obligations or any right of offset with
respect thereto, and any failure by the Collateral Agent or any Secured Party to make any such
demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any
other Guarantor or any other Person or to realize upon any such collateral security or guarantee or
to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any
other Person or any such collateral security, guarantee or right of offset, shall not relieve any
Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and
remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any
Secured Party against any Guarantor. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings.



9









 





     2.6 Bankruptcy, etc. (a) The guarantee contained in this Section 2 shall continue to
be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Borrower Obligations is rescinded or recovered directly or indirectly from any Lender,
Lender Counterparty and their respective successors, indorsees, transferees, and assignees as a
preference, fraudulent transfer or otherwise, or must otherwise be restored or returned by the
Collateral Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any
Guarantor or any substantial part of its property, or otherwise, all as though such payments had
not been made.



          (b) So long as any Borrower Obligations remain outstanding, no Guarantor shall, without the
prior written consent of Administrative Agent acting pursuant to the instructions of Required
Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or
insolvency case or proceeding of or against the Borrower or any other Guarantor. The obligations
of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or
terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy,
insolvency, receivership, reorganization, liquidation or arrangement of the Borrower or any other
Guarantor or by any defense which Company or any other Guarantor may have by reason of the order,
decree or decision of any court or administrative body resulting from any such proceeding.




          (c) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed
Obligations which accrues after the commencement of any case or proceeding referred to in clause
(b) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by
operation of law by reason of the commencement of such case or proceeding, such interest as would
have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been
commenced) shall be included in the Guaranteed Obligations because it is the intention of parties
hereto that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be
determined without regard to any rule of law or order
which may relieve the Borrower of any portion of such Guaranteed Obligations. Guarantors will
permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of
creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent
in respect of, any such interest accruing after the date on which such case or proceeding is
commenced.




     2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid
to the Collateral Agent without set-off or counterclaim in Dollars at the office of the Collateral
Agent located at the relevant Funding Office.



     2.8 Waivers. Each Guarantor hereby waives, for the benefit of Lenders, the Lender
Counterparties and their respective successors, indorsees, transferees and assigns: (a) any right
to require any Person, as a condition of payment or performance by such Guarantor, to (i) proceed
against the Borrower, any other guarantor (including any other Guarantor) of the Borrower
Obligations or any other Person, (ii) proceed against or exhaust any security held from the
Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any
balance of any Deposit Account or credit on the books of any Lender, Lender



10









 




Counterparty and their
respective successors, indorsees, transferees and assigns in favor of the Borrower or any other
Person, or (iv) pursue any other remedy in the power of any Lender, Lender Counterparty and their
respective successors, indorsees, transferees and assigns whatsoever; (b) any defense arising by
reason of the incapacity, lack of authority or any disability or other defense of the Borrower or
any other Guarantor including any defense based on or arising out of the lack of validity or the
unenforceability of the Borrower Obligations or any agreement or instrument relating thereto or by
reason of the cessation of the liability of the Borrower or any other Guarantor from any cause
other than payment in full of the Borrower Obligations; (c) any defense based upon any statute or
rule of law which provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (d) any defense based upon any errors
or omissions in the administration of the Borrower Obligations by any Agent, Lender, the Lender
Counterparty and their respective successors, indorsees, transferees and assigns, except behavior
which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise,
which are or might be in conflict with the terms hereof and any legal or equitable discharge of
such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting
such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs,
recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Agent,
Lender, the Lender Counterparty and their respective successors, indorsees, transferees and assigns
protect, secure, perfect or insure any security interest or lien or any property subject thereto;
(f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices
of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge
Agreements or any agreement or instrument related thereto, notices of any renewal, extension or
modification of the Borrower Obligations or any agreement related thereto, notices of any extension
of credit to the Borrower and notices of any of the matters referred to in Section 2 and any right
to consent to
any thereof; and (g) any defenses or benefits that may be derived from or afforded by law
which limit the liability of or exonerate guarantors or sureties, or which may conflict with the
terms hereof.




     2.9 Subordination of Other Obligations. Any Indebtedness of the Borrower or any
Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby
subordinated in right of payment to the Borrower Obligations, and any such indebtedness collected
or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall
be held in trust for Administrative Agent on behalf of the Secured Parties and shall forthwith be
paid over to Administrative Agent for the benefit of the Lenders, the Lender Counterparties and
their respective successors, indorsees, transferees and assigns to be credited and applied against
the Borrower Obligations but without affecting, impairing or limiting in any manner the liability
of the Obligee Guarantor under any other provision hereof.



     2.10 Authority of Guarantors or the Borrower. It is not necessary for any Lender,
Lender Counterparty and their respective successors, indorsees, transferees and assigns to inquire
into the capacity or powers of any Guarantor or the Borrower or the officers, directors or any
agents acting or purporting to act on behalf of any of them.



     2.11 Financial Condition of the Borrower. Any credit extension may be made to the
Borrower or continued from time to time, and any Hedge Agreements may be entered into from time to
time, in each case without notice to or authorization from any Guarantor regardless of the



11









 




financial or other condition of the Borrower at the time of any such grant or continuation or at
the time such Hedge Agreement is entered into, as the case may be. No Lender, Lender Counterparty
and their respective successors, indorsees, transferees and assigns shall have any obligation to
disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the
financial condition of the Borrower. Each Guarantor has adequate means to obtain information from
the Borrower on a continuing basis concerning the financial condition of the Borrower and its
ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each
Guarantor assumes the responsibility for being and keeping informed of the financial condition of
the Borrower and of all circumstances bearing upon the risk of nonpayment of the Borrower
Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Lender,
Lender Counterparty and their respective successors, indorsees, transferees and assigns to disclose
any matter, fact or thing relating to the business, operations or conditions of the Borrower now
known or hereafter known by any Lender, Lender Counterparty and their respective successors,
indorsees, transferees and assigns.




SECTION 3. GRANT OF SECURITY INTEREST




     3.1 Grant of Security Interest. Each Grantor and (solely with respect to its Pledged Stock) WIL hereby assigns, transfers
and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a security
interest in all of the following property now owned or at any time hereafter acquired by such
Grantor or (solely with respect to its Pledged Stock) WIL or in which such Grantor or (solely with
respect to its Pledged Stock) WIL now has or at any time in the future may acquire any right, title
or interest (collectively, the “Collateral”), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of such Grantor’s Obligations and, with respect to the pledge of Capital Stock by WIL,
the Borrower’s Obligations:



          (a) all Accounts;




          (b) all Chattel Paper;




          (c) Commercial Tort Claims;




          (d) all Commodities Accounts;




          (e) all Documents;




          (f) all General Intangibles;




          (g) all Goods;




          (h) all Instruments;




          (i) all Intellectual Property;




          (j) all Investment Accounts;




          (k) all Letter of Credit Rights;




12









 









     (l) all Money;




     (m) all Pledged Debt;




     (n) all Pledged Securities and, in the case of the Danish Demand Note, including,
without limitation, any right of DPC Investment to make demand for payment upon Arovit
Holdings thereunder;




     (o) all books and records pertaining to the Collateral and;




     (p) to the extent not otherwise included, all Proceeds and products of any and all of
the foregoing and all collateral security and guarantees given by any Person with respect to
any of the foregoing.


provided, however, that no Grantor assigns, transfers or grants a security interest
in and to any of its right, title and interests under, and the term “Collateral” shall not include
(a) the property
specified on Schedule 13; (b) any lease, license, contract, property rights or agreement to
which any Grantor is a party or any of its rights or interests thereunder if and for so long as the
grant of such security interest shall constitute or result in (i) the abandonment, invalidation or
unenforceability of any right, title or interest of any Grantor therein or (ii) in a breach or
termination pursuant to the terms of, or a default under, any such lease, license, contract
property rights or agreement (in each case, other than to the extent that any such term would be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) of any relevant jurisdiction or any other applicable law (including the
Bankruptcy Code) or principles of equity), provided that the Collateral shall include, and
the applicable Grantor hereby grants a security interest in and such security interest shall attach
to, such lease, license, contract, property rights or agreement at such time as the condition
causing such abandonment, invalidation or unenforceability shall be remedied and to the extent
severable, to any portion of such lease, license, contract, property rights or agreement that does
not result in any of the consequences specified in (i) or (ii) above; (c) any outstanding Capital
Stock of a Foreign Subsidiary in excess of 65% of the voting power of all classes of Capital Stock
of such Foreign Subsidiary to the extent the pledge of any greater percentage would result in
adverse tax consequences to the Borrower or (d) commodities accounts with account numbers 13554 and
13555 maintained with Rand Financial Services, Inc., as commodity intermediary, and any other
commodity accounts agreed in writing by the Collateral Agent to be excluded from the definition of
Collateral under this Agreement.




     3.2 Stock Powers. Concurrently with the delivery to the Collateral Agent of each
certificate representing one or more shares of Pledged Stock to the Collateral Agent, the Grantor
or WIL, as applicable, owning such Pledged Stock shall deliver an undated stock power covering such
certificate, duly executed in blank by such Grantor or WIL, as applicable.



SECTION 4. REPRESENTATIONS AND WARRANTIES




          To induce the Secured Parties to enter into the Credit Agreement, the Letters of Credit and/or
Hedge Agreements and to induce the Secured Parties to make their respective extensions of credit to
the Borrower thereunder, each Grantor (provided that (i) only for purposes of Sections 4.2,
4.3, 4.10, 4.11, 4.12(c) and 4.12(d), and with respect, or relating, to the Pledged




13









 







Stock held by
WIL, each reference to any “Grantor” shall be deemed to include WIL and (ii) the representation and
warranty made in the last sentence of Section 4.12(a) shall be made only by Holdings and WIL with
respect to its Pledged Securities) hereby severally represents and warrants to the Collateral Agent
and each Secured Party that:




     4.1 Representations in Credit Agreement. In the case of each Guarantor, the
representations and warranties set forth in Section 4 of the Credit Agreement as they relate to
such Guarantor or to the Loan Documents to which such Guarantor is a party are true and correct in
all material respects, provided that each reference in each such representation and
warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.1, be deemed to be a
reference to such Guarantor’s knowledge.



     4.2 Title; No Other Liens. Except for the security interest granted to the Collateral
Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens
permitted to exist on the Collateral by the Credit Agreement, such Grantor owns its respective
items of the Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of
record in any public office, except such as have been filed in favor of the Collateral Agent, for
the ratable benefit of the Secured Parties, pursuant to this Agreement or as are filed to secure
Liens permitted by the Credit Agreement and except in the case of public notice filings at the U.S.
Patent and Trademark Office which remain “on file” despite the filing of a subsequent release.



     4.3 Perfected First Priority Liens. The security interests granted pursuant to this
Agreement (a) upon completion of the filings and other actions specified on Schedule 3
(which, in the case of all filings and other documents referred to on said Schedule, have been
delivered to the Collateral Agent in completed and duly executed form) will constitute valid
perfected security interests in all of the Collateral in favor of the Collateral Agent, for the
ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations,
enforceable in accordance with the terms hereof against all creditors of such Grantor and any
Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other
Liens on the Collateral in existence on the date hereof except for (i) Liens permitted by the
Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii)
Liens described on Schedule 8 (as such schedule may be amended or supplemented from time to
time).



     4.4 Organization Information. Such Grantor has indicated on Schedule 4(A) (as
such schedule may be amended or supplemented from time to time): (a) the type of organization of
such Grantor, (b) the jurisdiction of organization of such Grantor, (c) its organization
identification number and (d) the jurisdiction where the chief executive office or its sole place
of business is, and for the five-year period preceding the Effective Date has been, located.



     4.5 Legal Name. The full legal name of such Grantor is as set forth on Schedule
4(A) (as such schedule may be amended or supplemented from time to time) and it has not done
for the past five years prior to the Effective Date, and does not do, business under any other name
(including any trade-name or fictitious business name) except for those names set forth on
Schedule 4(B) (as such schedule may be amended or supplemented from time to time).



14









 





     4.6 Change in Name, Structure, etc. Except as set forth on Schedule 4(C) (as
such schedule may be amended or supplemented from time to time), it has not changed its name,
jurisdiction of organization, chief
executive office or sole place of business or its corporate structure in any way (e.g., by
merger, consolidation, change in corporate form or otherwise) within the past five years.



     4.7 Inventory and Equipment. On the date hereof, the Inventory and the Equipment
(other than mobile goods) are kept at the locations listed on Schedule 5.



     4.8 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm
Products.



     4.9 As-extracted collateral, etc. On the date hereof, it does not own any “as
extracted collateral” (as defined in the UCC) or any timber to be cut.



     4.10 No Actions or Consents. Other than the actions required to register the Pledged
Securities in the name of the Collateral Agent after an Event of Default, all actions and consents,
including all filings, notices, registrations and recordings necessary or desirable for the
exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or
the exercise of remedies respect of the Collateral have been made or obtained.



     4.11 No authorization. No authorization, approval or other action by, and no notice
to or filing with any Governmental Authority or regulatory body is required for either (i) the
pledge or grant by any Grantor of the Liens purported to be created in favor of the Collateral
Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of
any Collateral (whether specifically granted or created hereunder or created or provided for by
applicable law), except for filings contemplated by Section 4.3 and as may be required, in
connection with the disposition of any Pledged Securities, by laws generally affecting the offering
and sale of securities.



     4.12 Pledged Securities. (a) The shares of Pledged Securities pledged by such
Grantor hereunder constitute (i) in the case of any Issuer which is a Domestic Subsidiary or a
Domestic Joint Venture, all the issued and outstanding shares of all classes of the Capital Stock
of such Issuer owned by such Grantor, (ii) in the case of any Issuer which is a Foreign Subsidiary,
65% of all the issued and outstanding shares of all classes of the Capital Stock of such Issuer
owned by such Grantor and (iii) in the case of any Issuer which is a Foreign Joint Venture, all the
issued and outstanding shares of all classes of the Capital Stock of such Issuer owned by such
Grantor. The shares of Pledged Securities pledged by Holdings and WIL hereunder constitute all the
issued and outstanding shares of all classes of Capital Stock of the Borrower owned by Holdings and
WIL.



          (b) All the shares of the Pledged Securities have been duly and validly issued and are fully
paid and nonassessable.




          (c) Such Grantor is the record and (except as to WIL) beneficial owner of, and has good and
marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or
options in favor of, or claims of, any other Person, except the security interest created by this
Agreement and except as set forth in the Voting Agreement.




15









 








          (d) With respect to any Pledged Securities that is represented by a certificate (other than
any Pledged Securities credited to a Securities Account) or that is an “instrument”, such Grantor
shall deliver such certificate or instrument to the Collateral Agent, indorsed in blank by an
“effective indorsement” (as defined in Section 8-107 of the UCC).




     4.13 Accounts. (a) No amount payable to such Grantor under or in connection with any
Account is evidenced by any Instrument or Chattel Paper in excess of $100,000 in the aggregate
which has not been delivered to the Collateral Agent.



          (b) The amounts represented by such Grantor to the Secured Parties from time to time as owing
to such Grantor in respect of the Accounts will at such times be accurate.




          (c) The places where such Grantor keeps its records concerning such Grantor’s Accounts are
listed on Schedule 7 or such other location or locations of which such Grantor shall have
provided prior written notice to the Collateral Agent pursuant to Section 5.6.




     4.14 Intellectual Property. (a) Schedule 6 lists all material registered
Intellectual Property owned and currently used by such Grantor on the date hereof.



          (b) On the date hereof, all material registered U.S. Intellectual Property is valid,
subsisting, unexpired and enforceable, has not been abandoned and to such Grantor’s knowledge and
as used in connection with the business of such Grantor, and, except as set forth in Schedule
6, does not infringe the intellectual property rights of any other Person.




          (c) Except as set forth in Schedule 6, on the date hereof, none of the Intellectual
Property is the subject of any licensing or franchise agreement pursuant to which such Grantor is
the licensor or franchisor.




          (d) No holding, decision or judgment has been rendered by any Governmental Authority which
would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual
Property in any respect that could reasonably be expected to have a Material Adverse Effect.




          (e) Except as set forth in Schedule 4.9 to the Credit Agreement, no action or
proceeding is pending, or, to the knowledge of such Grantor, threatened, on the date hereof (i)
seeking to limit, cancel or question the validity of any Intellectual Property or such Grantor’s
ownership interest therein, or (ii) which, if adversely determined, would have a material adverse
effect on the value of any Intellectual Property.




     4.15 Investment Accounts. (a) Schedule 9 (as such schedule may be amended or
supplemented from time to time) sets forth under the headings “Commodities Accounts,” “Deposit
Accounts” and “Securities Accounts,” respectively, all of the Commodities Accounts, Deposit
Accounts and Securities Accounts in which each Grantor has an interest. Each Grantor is the sole
entitlement holder (in the case of Commodities Accounts and Securities Accounts) and sole account
holder (in the case of Deposit Accounts), and such Grantor has not consented to, and is not
otherwise aware of, any Person (other the Collateral Agent pursuant hereto) (i) having “control”
(within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any
such Securities Account or Commodity Account or securities or other



16









 




property credited thereto or
(ii) having “control” (within the meanings of Section 9-104 of the UCC) over, or any other interest
in, any such Deposit Account or any money or other property deposited therein.




          (b) Each Grantor has taken all actions necessary or desirable to comply with Section 6.10(e)
of the Credit Agreement.




     4.16 Commercial Tort Claims. Schedule 10 (as such schedule may be amended or
supplemented from time to time) sets forth all Commercial Tort Claims of each Grantor on the date
hereof in excess of $1,000,000 in the aggregate.



     4.17 Pledged Debt. Schedule 11 (as such schedule may be amended or
supplemented from time to time) lists all Pledged Debt of such Grantor on the date hereof other
than Pledged Notes.



     4.18 Letter of Credit Rights. Schedule 12 (as such schedule may be amended or
supplemented from time to time) lists all material letters of credit to which such Grantor has
rights on the date hereof. Each Grantor has obtained the consent of each issuer of any material
letter of credit to the assignment of the proceeds of the letter of credit to the Collateral Agent.



     4.19 Additional Representations of WIL. At the request of, and for the benefit of,
Holdings, to induce the Secured Parties to enter into the Credit Agreement, the Letters of Credit
and/or Hedge Agreements and to induce the Secured Parties to make their respective extensions of
credit to the Borrower thereunder, WIL hereby represents and warrants to the Collateral Agent and
each Secured Party that:



          (a) Corporate Existence; Compliance with Law. WIL is duly organized and validly
existing under the laws of the jurisdiction of its organization and has the corporate power and
authority, and the legal right, to conduct the business in which it is currently engaged.




          (b) Corporate Power; Authorization; Enforceable Obligations. WIL has the corporate
power and authority, and the legal right, to make, deliver and perform this Agreement. WIL has
taken all necessary corporate action to authorize the execution, delivery and performance of this
Agreement. No consent or authorization of, filing with, notice to or other act by or in respect
of, any Governmental Authority or any other Person is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement. This Agreement has been duly
executed and delivered on behalf of WIL and constitutes a legal, valid and binding obligation of
WIL, enforceable against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law).




          (c) No Legal Bar. The execution, delivery and performance of this Agreement will not
violate any Requirement of Law or any Contractual Obligation of WIL and will not result in, or
require, the creation or imposition of any Lien on any of its properties or revenues pursuant to
any Requirement of Law or any such Contractual Obligation (other than the Liens created by the
Security Documents).




17









 








SECTION 5. COVENANTS




          Each Grantor severally covenants and agrees with the Collateral Agent and the Secured Parties
that, from and after the date of this Agreement until the Borrower Obligations shall have been paid
in full, no Letter of Credit shall be outstanding and the Commitments shall have terminated
(provided that, only for purposes of Sections 5.4, 5.6, 5.7(a), 5.7(b) and 5.7(d) and with
respect, or relating, to the Pledged Stock held by WIL, each reference to any “Grantor” shall be
deemed to include WIL):




     5.1 Covenants in Credit Agreement. In the case of each Grantor, such Grantor shall
take, or shall refrain from taking, as the case may be, each action that is necessary to be taken
or not taken, as the case may be, so that no Default or Event of Default is caused by the failure
to take such action or to refrain from taking such action by such Grantor or any of the Restricted
Subsidiaries.



     5.2 Delivery of Instruments and Chattel Paper. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel
Paper having a value in excess of $100,000 in the aggregate, such Instrument or Chattel Paper shall
be immediately delivered to the Collateral
Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as
Collateral pursuant to this Agreement.



     5.3 Maintenance of Insurance. (a) Such Grantor will maintain, with financially sound
and reputable companies, insurance policies (i) insuring the Inventory and Equipment against loss
by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the
Collateral Agent and (ii) to the extent requested by the Collateral Agent, insuring such Grantor,
the Collateral Agent and the Secured Parties against liability for personal injury and property
damage relating to such Inventory and Equipment, such policies to be in such form and amounts and
having such coverage as may be reasonably satisfactory to the Collateral Agent and the Secured
Parties.



          (b) All such insurance shall (i) provide that the insurer affording such coverage will
endeavor to mail 30 days’ written notice to the Collateral Agent in the event of cancellation of
such coverage, (ii) name the Collateral Agent as insured party or loss payee, (iii) if reasonably
requested by the Collateral Agent, include a breach of warranty clause and (iv) be reasonably
satisfactory in all other respects to the Collateral Agent.




          (c) The Borrower shall deliver to the Collateral Agent and the Secured Parties a certificate
of coverage from a reputable insurance broker with respect to such insurance during the month of
January in each calendar year beginning 2006 and such supplemental reports with respect thereto as
the Collateral Agent may from time to time reasonably request.




          5.4 Maintenance of Perfected Security Interest; Further Documentation. (a) Such
Grantor shall maintain the security interest created by this Agreement in its Collateral as a
perfected security interest having at least the priority described in Section 4.3 and shall defend
such security interest against the claims and demands of all Persons whomsoever.




          (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to
time statements and schedules further identifying and describing such Grantor’s




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Collateral and such
other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably
request, all in reasonable detail.




          (c) At any time and from time to time, upon the written request of the Collateral Agent, and
at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and
have recorded, or otherwise authorize the filing of, such further instruments and documents and
take such further actions as the Collateral Agent may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights and powers herein
granted, including, without limitation, the filing of any financing or continuation statements
under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with
respect to the security interests created hereby in its Collateral.




          (d) Such Grantor shall not sell, transfer or assign (by operation of law or otherwise) any
Collateral except as permitted in accordance with the Credit Agreement or (in the case of WIL with
respect to its Pledged Stock) as contemplated under the Voting Agreement.




     5.5 Changes in Locations, Name, etc. Such Grantor will not, except upon 15 days’
prior written notice to the Collateral Agent and delivery to the Collateral Agent of all additional
financing statements and other documents reasonably requested by the Collateral Agent to maintain
the validity, perfection and priority of the security interests provided for herein and (b) if
applicable, a written supplement to Schedule 5 showing any:



          (i) change the location of its chief executive office or sole place of business from that
referred to in Section 4.4; or




          (ii) change its name, identity or type of organization or jurisdiction of organization
corporate structure to such an extent that any financing statement filed by the Collateral Agent in
connection with this Agreement would become misleading.




     5.6 Notices. Such Grantor will advise the Collateral Agent and the Secured Parties
promptly, in reasonable detail, of:



          (a) any Lien (other than security interests created hereby, by any Loan Document or Liens
permitted under the Credit Agreement) on any of such Grantor’s Collateral which would adversely
affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and




          (b) the occurrence of any other event which could reasonably be expected to have a material
adverse effect on the aggregate value of such Grantor’s Collateral or on the security interests
created hereby thereon.




     5.7 Pledged Securities. (a) If such Grantor shall become entitled to receive or
shall receive any certificate (including, without limitation, any certificate representing a stock
dividend or a distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option or rights in
respect of the Pledged Securities of any Issuer (or, in the case of WIL, any of the Borrower and
its Subsidiaries), whether in addition to, in substitution of, as a conversion of, or in exchange
for, any shares of the Pledged Securities, or otherwise in respect thereof, such Grantor shall
accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in
trust for



19









 




the Collateral Agent and the Secured Parties and deliver the same forthwith to the
Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent,
if required, together with an undated stock power covering such certificate duly executed in blank
by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by
the Collateral Agent, subject to the terms hereof, as additional collateral security for the
Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation
or dissolution of any Issuer shall be paid over to the Collateral Agent to be held by it hereunder
as additional collateral security for the Obligations, and in case any distribution of capital
shall be made on or in respect of the Pledged Securities or any property shall be distributed upon
or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of
the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed
shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent,
be delivered to the Collateral Agent to be held by it hereunder as additional collateral security
for the Obligations. If any sums of money or property so paid or distributed in respect of the
Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or
property is paid or delivered to the Collateral Agent, hold such money or property in trust for the
Secured Parties, segregated from other funds of such Grantor, as additional collateral security for
the Obligations.




          (b) Without the prior written consent of the Collateral Agent (unless as otherwise permitted
under the Voting Agreement), such Grantor will not (i) unless otherwise permitted hereby, vote to
enable, or take any other action to permit, any Issuer (or, in the case of WIL, any of the Borrower
and its Subsidiaries) to issue any stock or other equity securities of any nature or to issue any
other securities convertible into or granting the right to purchase or exchange for any stock or
other equity securities of any nature of any Issuer (or, in the case of WIL, any of the Borrower
and its Subsidiaries), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any
option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a
transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist
any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged
Securities or Proceeds thereof, or any interest therein, except for the security interests created
by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability
of such Grantor or the Collateral Agent to sell, assign or transfer any of the Pledged Securities
or Proceeds thereof.




          (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be
bound by the terms of this Agreement relating to the Pledged Securities issued by it and will
comply with such terms insofar as such terms are applicable to it, (ii) it will notify the
Collateral Agent promptly in writing of the occurrence of any of the events described in Section
5.7(a) with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c)
and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may
be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Pledged Securities issued
by it.




          (d) Such Grantor shall deliver to Collateral Agent immediately upon acquiring rights therein
hereafter any Pledged Securities that is represented by a certificate or that is an “instrument”
(other than any Investment Related Property credited to a Securities Account), indorsed in blank by
an “effective indorsement” (as defined in Section 8-107 of the UCC).




20









 








          (e) DPC Investment will promptly forward to the Collateral Agent any notice or other
communication delivered pursuant to the Danish Demand Note.




     5.8 Accounts. (a) Other than in the ordinary course of business consistent with its past practice, such
Grantor will not (i) grant any extension of the time of payment of any Account, (ii) compromise or
settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or discount whatsoever on any
Account or (v) amend, supplement or modify any Account in any manner that could materially and
adversely affect the value thereof.



          (b) Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice
or document received by it that questions or calls into doubt the validity or enforceability of
more than 10% of the aggregate amount of the then outstanding Accounts.




     5.9 Intellectual Property. (a) Such Grantor (either itself or through licensees)
will, except where the failure to do so could not reasonably be expected to have a Material Adverse
Effect, (i) continue to use each material registered Trademark on each and every trademark class of
goods applicable to its current line as reflected in its current catalogs, brochures and price
lists in order to maintain such Trademark in full force free from any claim of abandonment for
non-use, (ii) maintain as in the past the quality of products and services offered under such
Trademark, (iii) use such Trademark with the appropriate notice of registration and all other
notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark
which is confusingly similar or a colorable imitation of such Trademark unless the Collateral
Agent, for the ratable benefit of the Secured Parties, shall obtain a perfected security interest
in such mark pursuant to this Agreement, and (v) not (and not permit any licensee or sublicensee
thereof to) do any act or knowingly omit to do any act whereby such Trademark may become
invalidated or impaired in any way.



          (b) Such Grantor (either itself or through licensees) will not do any act, or omit to do any
act, whereby any material Patent may become forfeited, abandoned or dedicated to the public.




          (c) Notwithstanding anything to the contrary, any breach of clauses (a) or (b) of this
Section 5.9 by a licensee shall not be a breach by any Grantor if the terms of the license granted
to such licensee prohibit or require the licensee to abide by the acts set forth therein and such
Grantor is diligently taking all reasonable action to cause such licensee to comply with the terms
of such licensee.




          (d) Such Grantor will notify the Collateral Agent and the Secured Parties immediately if it
knows, or has reason to know, that any application or registration relating to any material
Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the United States Patent and Trademark Office,
the United States Copyright Office or any court or tribunal in any country) regarding such
Grantor’s ownership of, or the validity of, any material Intellectual Property or such Grantor’s
right to register the same or to own and maintain the same.





21









 






          (e) Whenever such Grantor, either by itself or through any agent, employee, licensee or
designee, shall file an application for the registration of any Intellectual Property with the
United States Patent and Trademark Office, the United States Copyright Office or any similar office
or agency in any other country or any political subdivision thereof, such Grantor shall report such
filing to the Collateral Agent within five Business Days after the last day of the fiscal quarter
in which such filing occurs. Upon request of the Collateral Agent, such Grantor shall execute and
deliver, and have recorded, any and all agreements, instruments, documents, and papers as the
Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ security
interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby (including, but not limited to Trademark Security
Agreements, Copyright Security Agreements and Patent Security Agreements in the form of Exhibits A,
B, and C, respectively).



     5.10 Investment Accounts. With respect to any Commodities Accounts, Securities
Accounts or Deposit Accounts that are created or acquired after the Effective Date, as of or prior
to the deposit or transfer of any commodity contract, securities entitlements or funds, into such
Commodities Accounts, Securities Accounts or Deposit Accounts, respectively, unless otherwise in
accordance with Section 6.10(e) of the Credit Agreement, such Grantor shall have established the
Collateral Agent’s “control” (within the meaning of Section 9-106 of the UCC in the case of
Commodities Accounts, Section 8-106 of the UCC in the case of Securities Accounts or Section 9-104
of the UCC in the case of Deposit Accounts) over all such Investment Accounts.



     5.11 Commercial Tort Claims. With respect to any Commercial Tort Claims in excess of
$1,000,000 in the aggregate hereafter arising, it shall amend Schedule 10 identifying such
new Commercial Tort Claims.



     5.12 Letter of Credit Rights. With respect to any material letter of credit hereafter
arising, such Grantor shall obtain the consent of the issuer thereof to the assignment of the
proceeds of the letter of credit to the Collateral Agent.



     5.13 Covenants of Holdings. Holdings covenants and agrees with the Collateral Agent
and the Secured Parties that, from and after the date of this Agreement until the Loans, any
Reimbursement Obligations, and all other Borrower Obligations then due and owing have been paid in
full, no Letter of Credit shall be outstanding and the Commitments shall have terminated:



          (a) Holdings shall not conduct or otherwise engage in any business or operations other than
(i) transactions contemplated by the Loan Documents or the provision of administrative, legal,
accounting and management services to or on behalf of the Borrower or
any of its Subsidiaries, (ii) the ownership of the Capital Stock of the Borrower or any other
Person (or any successor thereto), and the exercise of rights and performance of obligations
(including entering into guarantees and pledge agreements) in connection therewith, (iii) the entry
into, and exercise of rights and performance of obligations in respect of, (A) any agreements in
respect of the Transactions to which Holdings is a party, this Agreement and the other Loan
Documents to which Holdings is a party, and any other agreement to which Holdings is a party on the
date hereof, in each case as amended, supplemented, waived or otherwise modified from time to time,
and any refinancings, refundings, renewals or extensions thereof,



22









 







(B) contracts and agreements with
officers, directors and employees of the Holdings or a Subsidiary thereof relating to their
employment or directorships, (C) insurance policies and related contracts and agreements, and (D)
equity subscription agreements, registration rights agreements, voting and other stockholder
agreements, engagement letters, underwriting agreements and other agreements in respect of its
equity securities or any offering, issuance or sale thereof, (iv) the offering, issuance and sale
of its equity securities, (v) the filing of registration statements, and compliance with applicable
reporting and other obligations, under federal, state or other securities laws, (vi) the listing of
its equity securities and compliance with applicable reporting and other obligations in connection
therewith, (vii) the retention of transfer agents, private placement agents, underwriters, counsel,
accountants and other advisors and consultants, (viii) the performance of obligations under and
compliance with its certificate of incorporation and by-laws, or any applicable law, ordinance,
regulation, rule, order, judgment, decree or permit, including, without limitation, as a result of
or in connection with the activities of the Borrower and its Subsidiaries, (ix) the incurrence and
payment of its operating and business expenses and any taxes for which it may be liable, and (x)
other activities incidental or related to the foregoing.



          (b) Holdings shall not own, lease, manage or otherwise operate any properties or assets
(other than in connection with the activities described in Section 5.13(a)), or incur, create,
assume or suffer to exist any Indebtedness or Guarantee Obligations of Holdings (other than such as
may be incurred, created or assumed or exist in connection with the activities described in Section
5.13(a)).



SECTION 6. REMEDIAL PROVISIONS




     6.1 Certain Matters Relating to Accounts. (a) At any time and from time to time
after the occurrence and during the continuance of an Event of Default, the Collateral Agent shall
have the right to make test verifications of the Accounts in any manner and through any medium that
it reasonably considers advisable, and the relevant Grantor shall furnish all such assistance and
information as the Collateral Agent may reasonably require in connection with such test
verifications. At any time and from time to time after the occurrence and during the continuance
of an Event of Default, upon the Collateral Agent’s reasonable request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or others reasonably
satisfactory to the Collateral Agent to furnish to the Collateral Agent reports showing
reconciliations, aging and test verifications of, and trial balances for, the Accounts.



          (b) The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts
and the Collateral Agent may curtail or terminate said authority at any time after the occurrence
and during the continuance of an Event of Default. If required by the Collateral Agent at any time
after the occurrence and during the continuance of an Event of Default, any Proceeds constituting
collections of such Accounts, when collected by such Grantor, (i) shall be forthwith (and, in any
event, within two Business Days) deposited by such Grantor in the exact form received, duly
indorsed by such Grantor to the Collateral Agent if required, in a Concentration Account
established by such Grantor maintained under the sole dominion and control of the Collateral Agent,
subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as
provided in Section 6.5, and (ii) until so turned over, shall be held by such Grantor in trust for
the Collateral Agent and the other Secured Parties, segregated from



23









 







other funds of such Grantor.
All Proceeds constituting collections of Accounts while held by the Concentration Account bank (or
by any Grantor in trust for the benefit of the Collateral Agent and the other Secured Parties)
shall continue to be collateral security for all of the Obligations and shall not constitute
payment thereof until applied as hereinafter provided. At any time when an Event of Default has
occurred and is continuing, at the Collateral Agent’s election, the Collateral Agent may apply all
or any part of the funds on deposit in a Concentration Account established by the relevant Grantor
to the payment of the Obligations of such Grantor then due and owing, such application to be made
as set forth in Section 6.5.



          (c) At any time and from time to time after the occurrence and during the continuance of an
Event of Default, at the Collateral Agent’s request, each Grantor shall deliver to the Collateral
Agent all Instruments and Chattel Paper evidencing any Accounts not otherwise in the possession of
the Collateral Agent and all original and other documents evidencing, and relating to, the
agreements and transactions which gave rise to such Grantor’s Accounts, including, without
limitation, all original orders, invoices and shipping receipts.



     6.2 Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent
in its own name or in the name of others may at any time after the occurrence and during the
continuance of an Event of Default, communicate with obligors under the Accounts to verify with
them to the Collateral Agent’s satisfaction the existence, amount and terms of any Accounts.



          (b) Upon the request of the Collateral Agent at any time after the occurrence and during the
continuance of an Event of Default, each Grantor shall notify obligors on the Accounts that the
Accounts have been assigned to the Collateral Agent for the ratable benefit of the Secured Parties
and that payments in respect thereof shall be made directly to the Collateral Agent.



          (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts to observe and perform all the material conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any agreement giving
rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation or
liability under any Account (or any agreement giving rise thereto) by reason of or arising out of
this Agreement or the receipt by the Collateral Agent or any Secured Party of any payment relating
thereto, nor shall the Collateral Agent or any Secured Party be obligated in
any manner to perform any of the obligations of any Grantor under or pursuant to any Account
(or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature
or the sufficiency of any payment received by it or as to the sufficiency of any performance by any
party thereunder, to present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.



     6.3 Pledged Securities. (a) Unless an Event of Default shall have occurred and be
continuing and the Collateral Agent shall have given notice to the relevant Grantor of the
Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each
Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and
all payments made in respect of the Pledged Notes, in each case paid in the normal course of



24









 







business of the relevant Issuer and consistent with past practice, to the extent permitted in the
Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged
Securities. WIL shall be permitted to receive all cash dividends paid in respect of its Pledged
Stock only to the extent permitted in the Credit Agreement.



          (b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give
notice of its intent to exercise such rights to the relevant Grantor or Grantors or WIL, as
applicable, (i) the Collateral Agent shall have the right to receive any and all cash dividends,
payments or other Proceeds paid in respect of the Pledged Securities and make application thereof
to the Obligations in such order as the Collateral Agent may determine in accordance with the Loan
Documents, and (ii) any or all of the Pledged Securities shall be registered in the name of the
Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise
(x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of
shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or options pertaining to
such Pledged Securities as if it were the absolute owner thereof (including, without limitation,
the right to exchange at its discretion any and all of the Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in the corporate
structure of any Issuer, or upon the exercise by any Grantor, WIL or the Collateral Agent of any
right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and conditions as the
Collateral Agent may determine), all without liability except to account for property actually
received by it, but the Collateral Agent shall have no duty to any Grantor or WIL to exercise any
such right, privilege or option and shall not be responsible for any failure to do so or delay in
so doing. Without limiting the foregoing, with respect to the Danish Demand Note the Collateral
Agent shall have the right to exercise all rights and remedies of DPC Investment thereunder if an
Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its
intent to exercise such rights to the relevant Grantor or Grantors.



          (c) Each Grantor and WIL hereby authorize and instruct each Issuer of any Pledged Securities
pledged by such Grantor or WIL hereunder to (i) comply with any instruction received by it from the
Collateral Agent in writing that (x) states that an Event of Default has
occurred and is continuing and (y) is otherwise in accordance with the terms of this
Agreement, without any other or further instructions from such Grantor or WIL, as applicable, and
each Grantor and WIL agree that each Issuer shall be fully protected in so complying, and (ii)
unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to
the Pledged Securities directly to the Collateral Agent.



          (d) Notwithstanding anything to the contrary in the Voting Agreement, Holdings hereby agrees
that no consent of Holdings shall be required in connection with the enforcement of any rights or
remedies hereunder in connection with the pledge of Capital Stock of the Borrower by WIL.



25









 





     6.4 Proceeds to be Turned Over To Collateral Agent. In addition to the rights of the
Collateral Agent and the Secured Parties specified in Section 6.1 with respect to payments of
Accounts, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have
sent a written direction to the Borrower directing it to do so, all Proceeds received by any
Grantor or (solely with respect to proceeds of its Collateral) WIL consisting of cash, checks and
other near-cash items shall be held by such Grantor or WIL, as applicable, in trust for the
Collateral Agent and the Secured Parties and shall, forthwith upon receipt by such Grantor or WIL,
be turned over to the Collateral Agent in the exact form received by such Grantor or WIL (duly
indorsed by such Grantor or WIL, as applicable, to the Collateral Agent, if required). All
Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in a
Concentration Account maintained under its sole dominion and control. All Proceeds while held by
the Collateral Agent in a Concentration Account (or by such Grantor or WIL, as applicable, in trust
for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security
for all the Obligations and shall not constitute payment thereof until applied as provided in
Section 6.5.



     6.5 Application of Proceeds. So long as no Event of Default shall have occurred and
be continuing, at such intervals as may be agreed upon by the Borrower and the Collateral Agent, at
any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of
Proceeds held in any Concentration Account in payment of the Obligations in such order as the
Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to
apply and deems not required as collateral security for the Obligations shall be paid over from
time to time by the Collateral Agent to the Borrower or to whomsoever may be lawfully entitled to
receive the same. After an Event of Default shall have occurred and be continuing, except as
expressly provided elsewhere in the Loan Documents, all Proceeds received by the Collateral Agent
in respect of any sale, any collection from, or other realization upon all or any part of the
Collateral shall be applied by the Collateral Agent:




     First, to the payment of the costs and expenses of such collection, sale or
other realization, including reasonable out-of-pocket costs and expenses of the Collateral
Agent
and the fees and expenses of its agents and counsel, and all expenses incurred and advances
made by the Collateral Agent in connection therewith;




     Next, to the payment in full of the Obligations, in each case equally and
ratably in accordance with the respective amounts thereof then due and owing or as the
Lenders holding the same may otherwise agree; and




     Finally, to the payment to the respective Grantors or WIL, or its successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.



     6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing,
the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other
rights and remedies granted to them in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of a secured party
under the New York UCC or any other applicable law. Without limiting the generality of the
foregoing, the Collateral Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by



26









 







law referred to below)
to or upon any Grantor, WIL or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances forthwith collect,
receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith
sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent
or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at
such prices as it may deem best, for cash or on credit or for future delivery without assumption of
any credit risk. The Collateral Agent or any Secured Party shall have the right upon any such
public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to
purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
in any Grantor or WIL, as applicable, which right or equity is hereby waived and released. Each
Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it
available to the Collateral Agent at places which the Collateral Agent shall reasonably select,
whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds
of any action taken by it pursuant to this Section 6.6 in accordance with Section 6.5. To the
extent permitted by applicable law, each Grantor and WIL waive all claims, damages and demands it
may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them
of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall
be required by law, such notice shall be deemed reasonable and proper if given at least 10 days
before such sale or other disposition.



     6.7 Registration Rights. (a) If the Collateral Agent shall determine to exercise its
right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the opinion of the
Collateral Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to
be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the
Issuer thereof to
(i) execute and deliver, and cause the directors and officers of such Issuer to execute and
deliver, all such instruments and documents, and do or cause to be done all such other acts as may
be, in the opinion of the Collateral Agent, necessary or advisable to register the Pledged Stock,
or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best
efforts to cause the registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of the Pledged Stock,
or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related
prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to
comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which
the Collateral Agent shall designate and to make available to its security holders, as soon as
practicable, an earnings statement (which need not be audited) which will satisfy the provisions of
Section 11(a) of the Securities Act.



          (b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale
of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act
and applicable state securities laws or otherwise, and may be compelled to resort to one or more
private sales thereof to a restricted group of purchasers which will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view
to the distribution or resale thereof. Each Grantor acknowledges and agrees that



27









 







any such private
sale may result in prices and other terms less favorable than if such sale were a public sale and,
notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer
thereof to register such securities for public sale under the Securities Act, or under applicable
state securities laws, even if such Issuer would agree to do so.



          (c) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts
as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant
to this Section 6.7 valid and binding and in compliance with any and all other applicable
Requirements of Law. Each Grantor further agrees that a breach of any of the covenants contained
in this Section 6.7 will cause irreparable injury to the Collateral Agent and the Secured Parties,
that the Collateral Agent and the Secured Parties have no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be
specifically enforceable against such Grantor and such Grantor hereby waives and agrees not to
assert any defenses against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Credit Agreement.



     6.8 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the
fees and disbursements of any attorneys employed by the Collateral Agent or any Secured Party to
collect such deficiency.



     6.9 Limitation of Remedies. Notwithstanding anything to the contrary contained in
this Agreement, WIL’s liability for any breach of its representations, warranties, covenants and
other agreements contained in this Agreement (other than its obligation to deliver to the
Collateral Agent any certificates actually received by it that represent shares of Pledged Stock
owned by it, together with an undated stock power duly executed in blank covering any certificate
representing such shares) shall be limited to the value attributable to the Pledged Stock owned by
it, and in the exercise of any rights and remedies hereunder with respect to any such breach, the
Collateral Agent and the Secured Parties shall not have recourse to any assets or properties of WIL
other than any Pledged Stock owned by WIL. For the avoidance of doubt, it is acknowledged and
agreed that nothing contained in this Section 6.9 shall limit, as between the Collateral Agent and
the Secured Parties, on the one hand, and the Grantors, on the other hand, any rights or remedies
of the Collateral Agent or any Secured Party.



SECTION 7. THE COLLATERAL AGENT




     7.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc. (a) Each Grantor and
WIL hereby irrevocably constitute and appoint the Collateral Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and WIL and in the name of
such Grantor, WIL or in its own name, for the purpose of carrying out the terms of this Agreement,
to take any and all reasonably appropriate action and to execute any and all documents and
instruments which may be reasonably necessary or desirable to accomplish the purposes of this
Agreement, and, without limiting the generality of the foregoing, each Grantor



28









 







and WIL hereby give
the Collateral Agent the power and right, on behalf of such Grantor and WIL, as applicable, without
notice to or assent by such Grantor or WIL, as applicable, to do any or all of the following:




     (i) in the name of such Grantor, WIL or its own name, or otherwise, take possession of
and indorse and collect any checks, drafts, notes, acceptances or other instruments for the
payment of moneys due under any Account or with respect to any other Collateral and file any
claim or take any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Collateral Agent for the purpose of collecting any and all such
moneys due under any Account or with respect to any other Collateral whenever payable;




     (ii) in the case of any Intellectual Property, execute and deliver, and have recorded,
any and all agreements, instruments, documents and papers as the Collateral Agent may
request to evidence the Collateral Agent’s and the Secured Parties’ security interest in
such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby;




     (iii) unless being disputed under Section 6.3 of the Credit Agreement, pay or
discharge taxes and Liens levied or placed on or threatened against the Collateral, effect
any repairs or any insurance called for by the terms of this Agreement and pay all or
any part of the premiums therefor and the costs thereof;




     (iv) execute, in connection with any sale provided for in Section 6.6 or 6.7, any
indorsements, assignments or other instruments of conveyance or transfer with respect to the
Collateral; and




     (v) (i) direct any party liable for any payment under any of the Collateral to make
payment of any and all moneys due or to become due thereunder directly to the Collateral
Agent or as the Collateral Agent shall direct; (ii) ask or demand for, collect, and receive
payment of and receipt for, any and all moneys, claims and other amounts due or to become
due at any time in respect of or arising out of any Collateral; (iii) sign and indorse any
invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, notices and other documents in connection with
any of the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law
or in equity in any court of competent jurisdiction to collect the Collateral or any portion
thereof and to enforce any other right in respect of any Collateral; (v) defend any suit,
action or proceeding brought against such Grantor or WIL with respect to any Collateral;
(vi) settle, compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Collateral Agent may deem appropriate;
(vii) assign any Copyright, Patent or Trademark (along with the goodwill of the business to
which any such Copyright, Patent or Trademark pertains), throughout the world for such term
or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole
discretion determine; and (viii) generally, sell, transfer, pledge and make any agreement
with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the
Collateral Agent’s



29









 







option and such Grantor’s or (in the case of WIL) Holdings’ expense, as
applicable, at any time, or from time to time, all acts and things which the Collateral
Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral
Agent’s and the Secured Parties’ security interests therein and to effect the intent of this
Agreement, all as fully and effectively as such Grantor or WIL, as applicable, might do.



          Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees
that it will not exercise any rights under the power of attorney provided for in this Section
7.1(a) unless an Event of Default shall have occurred and be continuing.



          (b) If any Grantor or WIL fails to perform or comply with any of its agreements contained
herein within the applicable grace periods, the Collateral Agent, at its option, but without any
obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such
agreement.



          (c) The expenses of the Collateral Agent incurred in connection with actions undertaken as
provided in this Section 7.1, together with interest thereon at a rate per annum equal to the rate
per annum at which interest would then be payable on past due ABR Loans under the Credit Agreement,
from the date of payment by the Collateral Agent to the date
reimbursed by the relevant Grantor or (in the case of WIL) Holdings, as applicable, shall be
payable by such Grantor or Holdings, as applicable, to the Collateral Agent on demand.



          (d) Each Grantor and WIL hereby ratify all that said attorneys shall lawfully do or cause to
be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are
coupled with an interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.



     7.2 Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the
custody, safekeeping and physical preservation of the Collateral in its possession, under Section
9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the
Collateral Agent deals with similar property for its own account. Neither the Collateral Agent,
any Secured Party nor any of their respective officers, directors, employees or agents shall be
liable for failure to demand, collect or realize upon any of the Collateral or for any delay in
doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the
request of any Grantor, WIL or any other Person or to take any other action whatsoever with regard
to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the
Secured Parties hereunder are solely to protect the Collateral Agent’s and the Secured Parties’
interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured
Party to exercise any such powers. The Collateral Agent and the Secured Parties shall be
accountable only for amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to
any Grantor or WIL for any act or failure to act hereunder, except for their own gross negligence
or willful misconduct.



     7.3 Filing of Financing Statements. Pursuant to Section 9-509 of the New York UCC and
any other applicable law, each Grantor and WIL authorize the Collateral Agent to file or record
financing statements and other filing or recording documents or instruments with



30









 







respect to the
Collateral without the signature of such Grantor or WIL in such form and in such offices as the
Collateral Agent reasonably determines appropriate to perfect the security interests of the
Collateral Agent under this Agreement.



     7.4 Authority of Collateral Agent. Each Grantor and WIL acknowledge that the rights
and responsibilities of the Collateral Agent under this Agreement with respect to any action taken
by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be
governed by the Credit Agreement and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Collateral Agent and the Grantors and WIL, the
Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with
full and valid authority so to act or refrain from acting, and neither any Grantor nor WIL shall be
under any obligation, or entitlement, to make any inquiry respecting such authority.



SECTION 8. MISCELLANEOUS




     8.1 Amendments in Writing. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except in accordance with Section 10.1 of the
Credit Agreement.



     8.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any
Grantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit
Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be
addressed to such Guarantor at its notice address set forth on Schedule 1. All notices,
requests and demands to or upon WIL hereunder shall be in writing and shall be delivered by hand or
overnight courier service or sent by telecopier to WIL at the “Address for Notices” specified below
its name on the signature pages hereof.



     8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent
nor any Secured Party shall by any act (except by a written instrument pursuant to Section 8.1),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Collateral Agent or any Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of any
right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Collateral Agent or such Secured Party would otherwise have on any future
occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.



     8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to pay or
reimburse each Secured Party for all its costs and expenses incurred in collecting against such
Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any



31









 







rights under this Agreement and the other Loan Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Secured Party.



          (b) Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise,
sales or other taxes which may be payable or determined to be payable with respect to any of the
Collateral or in connection with any of the transactions contemplated by this Agreement.



          (c) Each Grantor agrees to pay, and to save the Secured Parties harmless from, any and all
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 to the extent the Borrower would be
required to do so pursuant to Section 10.5 of the Credit Agreement.



          (d) The agreements in this Section 8.4 shall survive repayment of the Obligations and all
other amounts payable under the Credit Agreement and the other Loan Documents.



     8.5 Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Grantor and WIL and shall inure to the benefit of the Secured Parties and their
successors and assigns; provided that, except as set forth in Section 7.4 of the Credit
Agreement and except with respect transfers or assignments by WIL to any of its controlling
Affiliates, neither any Grantor nor WIL may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Collateral Agent.



     8.6 Set-Off. Each Grantor hereby irrevocably authorizes each Secured Party at any
time and from time to time, without notice to such Grantor or any other Grantor, any such notice
being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the
credit or the account of such Grantor or any part thereof in such amounts as such Secured Party may
elect, against and on account of the obligations and liabilities of such Grantor to such Secured
Party hereunder and claims of every nature and description of such Secured Party against such
Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan
Document or otherwise, as the Collateral Agent or such Secured Party may elect, whether or not any
Secured Party has made any demand for payment and although such obligations, liabilities and claims
may be contingent or unmatured. Each Secured Party shall notify such Grantor promptly of any such
set-off and the application made by such Secured Party of the proceeds thereof, provided that the
failure to give such notice shall not affect the validity of such set-off and application. The
rights of each Secured Party under this Section 8.6 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Secured Party may have.



32









 





     8.7 Counterparts. This Agreement may be executed by one or more of the parties to
this Agreement on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument.



     8.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.



     8.9 Section Headings. The Section headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



     8.10 Integration. This Agreement and the other Loan Documents represent the agreement
of the Grantors, WIL, the Collateral Agent and the other Secured Parties with respect to the
subject matter hereof and thereof, and there are no promises, undertakings, representations or
warranties by the Collateral Agent or any other Secured Party relative to subject matter hereof and
thereof not expressly set forth or referred to herein or in the other Loan Documents.



     8.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     8.12 Submission To Jurisdiction; Waivers. Each Grantor and WIL hereby irrevocably and
unconditionally:



          (a) submit for itself and its property in any legal action or proceeding relating to this
Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of New York, the courts of the United States for the Southern District of New York, and
appellate courts from any thereof;



          (b) consent that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;



          (c) agree that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Grantor or WIL, as applicable, at its address referred to in Section 8.2 or at
such other address of which the Collateral Agent shall have been notified pursuant thereto;



          (d) agree that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and



33









 





          (e) waive, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 8.12 any special, exemplary,
punitive or consequential damages.



     8.13 Acknowledgements. Each Grantor and WIL hereby acknowledge that:



          (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party;



          (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship
with or duty to any Grantor or WIL arising out of or in connection with this Agreement or any of
the other Loan Documents, and the relationship between the Grantors and WIL, on the one hand, and
the Collateral Agent and other Secured Parties, on the other hand, in connection herewith or
therewith is solely that of debtor and creditor; and



          (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors, WIL
and the Secured Parties.



     8.14 WAIVER OF JURY TRIAL. EACH GRANTOR AND WIL HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



     8.15 Additional Grantors. Each Subsidiary of the Borrower that is required to become
a party to this Agreement pursuant to Section 6.10 of the Credit Agreement shall become a Grantor
for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 1 hereto.



     8.16 Releases. (a) At such time as the Loans, the Reimbursement Obligations and the
other Obligations shall have been paid in full, the Commitments have been terminated and no Letters
of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and
this Agreement and all obligations (other than those expressly stated to survive such termination)
of the Collateral Agent, each Grantor and WIL hereunder shall terminate, all without delivery of
any instrument or performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors or WIL, as applicable. At the request and sole expense of any Grantor or
WIL following any such termination, the Collateral Agent shall deliver to such Grantor or WIL, as
applicable, any Collateral held by the Collateral Agent hereunder, and execute and deliver to such
Grantor or WIL, as applicable, such documents as such Grantor or WIL, as applicable, shall
reasonably request to evidence such termination.



          (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by any
Grantor in a transaction permitted by the Credit Agreement, or such Grantor is designated as an
Unrestricted Subsidiary in accordance with the Credit Agreement, then the Collateral Agent, at the
request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or
other documents reasonably necessary or desirable for the release of the Liens created hereby on
such Collateral and the Capital Stock of such Grantor. At the request and sole expense of the
Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the



34









 







event that
all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed
of in a transaction permitted by the Credit Agreement or such Grantor is designated as an
Unrestricted Subsidiary in accordance with the Credit Agreement; provided that the Borrower shall
have delivered to the Collateral Agent, at least ten Business Days prior to the date of the
proposed release, a written request for release identifying the relevant Subsidiary Guarantor and
the terms of the sale or other disposition in reasonable detail, including the price thereof and
any expenses in connection therewith, together with a certification by the Borrower stating that
such transaction is in compliance with the Credit Agreement and the other Loan Documents.



35









 





          IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written.



	 	 	 	 	 
	 	DOANE PET CARE ENTERPRISES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DOANE PET CARE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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

 	 
	 	By:  	 	 
	 	 	Name:  	Doane Pet Care Company, its sole member 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DPC INVESTMENT CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	DOANE MANAGEMENT CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




36









 





	 	 	 	 	 
	 	WILCHESTER INVESTMENTS LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	Address for Notices:



P.O. Box 150, First Island House

Peter Street

St. Helier, Jersey

Channel Islands, JE4 5NW

Attention: John Honey

Telephone: (44) 1534 888050

Facsimile: (44) 1534 504891



with a copy (which shall not constitute notice) to:



Sidley Austin Brown & Wood llp

787 Seventh Avenue

New York, New York 10019

Attention: Joseph W. Armbrust, Jr., Esq.

Telephone: (212) 839-5300

Facsimile: (212) 839-5599

 	 
	 	 	 
	 	 	 
	 	 	 
	 




37









 





	 	 	 	 	 
	 	Acknowledged and Agreed to as

of the date hereof by:

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	 	LEHMAN COMMERCIAL PAPER INC., as

Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




38









 





SCHEDULES TO THE GUARANTEE AND COLLATERAL AGREEMENT




[Omitted]





 










 






Annex 1 to

Guarantee and Collateral Agreement




          ASSUMPTION AGREEMENT, dated as of                     , 200_, made by
                                        ,a                      corporation (the “Additional Grantor”), in
favor of LEHMAN COMMERCIAL PAPER INC., as Collateral Agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined in the Guarantee and Collateral Agreement referred
to below). All capitalized terms not defined herein shall have the meaning ascribed to them in the
Credit Agreement referred to below.




W I T N E S S E T
H:




          WHEREAS, Doane Pet Care Enterprises, Inc., Doane Pet Care Company (the “Borrower”),
the lenders party thereto from time to time and Lehman Commercial Paper Inc., as Administrative
Agent and the Collateral Agent, have entered into a Credit Agreement, dated as of October 24, 2005
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);




          WHEREAS, in connection with the Credit Agreement, the Borrower, WIL and certain of its
Subsidiaries (other than the Additional Grantor) have entered into a Guarantee and Collateral
Agreement, dated as of October 24, 2005 (as amended, supplemented or otherwise modified from time
to time, the “Guarantee and Collateral Agreement”) in favor of the Collateral Agent for the
benefit of the Secured Parties;




          WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and




          WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order to become a party to the Guarantee and Collateral Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Guarantee and Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 8.15 of the Guarantee and Collateral
Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if originally named therein as a Grantor and, without limiting
the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a
Grantor thereunder and expressly grants to the Collateral Agent, for the benefit of the Secured
Parties, a security interest in all Collateral owned or held by such Additional Grantor to secure
all of such Additional Grantor’s Obligations (as defined in the Guarantee and Collateral
Agreement). The information set forth in Annex 1-A hereto is hereby added to the information set
forth in Schedules 1 through 12 to the Guarantee and Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties contained in Section
4 of the Guarantee and Collateral Agreement is true and correct with respect to such Additional
Grantor and the Collateral owned or held by

 









 








such Additional Grantor on and as the date hereof (after giving effect to this Assumption
Agreement) as if made on and as of such date.




          2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.




	 	 	 	 	 
	 	 	[ADDITIONAL GRANTOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:






2









 






Annex 1-A to

Assumption Agreement



[To be completed, as applicable]





 









 








Annex 2 to

Guarantee and Collateral Agreement




ACKNOWLEDGEMENT AND CONSENT*




     The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral
Agreement dated as of October 24, 2005 (the “Agreement”), made by the Grantors parties
thereto and WIL for the benefit of Lehman Commercial Paper Inc., as Collateral Agent. The
undersigned agrees for the benefit of the Collateral Agent and the Secured Parties as follows:



     1. The undersigned will be bound by the terms of the Agreement and will comply with such
terms insofar as such terms are applicable to the undersigned.



     2. The undersigned will notify the Collateral Agent promptly in writing of the occurrence of
any of the events described in Section 5.7(a) of the Agreement.



     3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(a)
or 6.7 of the Agreement.



	 	 	 	 	 
	 	 	[NAME OF ISSUER]
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	Name	 	 
	 

	 	 	 	 
	 

	 	Title	 	 
	 

	 	 	 	 
	 	 	Address for Notices:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Fax:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 







 




			
	*	 	This consent is necessary only with
respect to any Issuer which is not also a Grantor. This consent may be
modified or eliminated with respect to any Issuer that is not controlled by a
Grantor.




 









 










Exhibit A to

Guarantee and Collateral Agreement




[FORM OF] TRADEMARK SECURITY AGREEMENT



Trademark Security Agreement, dated as of October 24, 2005 (as amended, restated or otherwise
modified, the “Trademark Security Agreement”), between each of DOANE PET CARE ENTERPRISES,
INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a Delaware corporation
(the “Borrower”), each of the Subsidiaries of the Borrower signatories hereto (Holdings,
the Borrower and each of such Subsidiaries, together with any other Subsidiary of the Borrower that
becomes a party hereto from time to time after the date hereof, the “Grantors”) and LEHMAN
COMMERCIAL PAPER, INC. in its capacity as collateral agent for the Secured Parties (together with
successors and assigns in such capacity, the “Collateral Agent”).




W i t n e s s e t h:



Whereas, Grantors are party to a Guarantee and Collateral Agreement dated as of October
24, 2005 (the “Guarantee and Collateral Agreement”) between each of the Grantors and the other
grantors party thereto and the Collateral Agent pursuant to which the Grantors are required to
execute and deliver this Trademark Security Agreement;



Now, Therefore, in consideration of the premises and to induce the Secured Parties to
enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent, as follows:



SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Guarantee
and Collateral Agreement and used herein have the meaning given to them in the Guarantee and
Collateral Agreement.



SECTION 2. Grant of Security Interest in Trademark Collateral. Each Grantor hereby pledges
and grants to Collateral Agent for the benefit of the Secured Parties, a security interest in all
of such Grantor’s right, title and interest in, to and under the following, whether presently
existing or hereafter created or acquired (collectively, the “Trademark Collateral”):





     (a) all United States, and foreign trademarks, trade names, corporate names, company
names, business names, fictitious business names, Internet domain names, service marks,
certifications marks, collective marks, logos, other source or business identifiers,
designs and general intangibles of a like nature, all registrations and applications for
any of the foregoing, including the registrations and applications referred to on
Schedule I hereto (collectively, “Trademarks”);



2









 






     (b) any and all agreements providing for the granting of any right in or to
Trademarks (whether such Grantor is licensee or licensor thereunder) including those
referred to on Schedule I hereto (collectively, “Trademark Licenses”);




     (c) all extensions or renewals of the foregoing;




     (d) all goodwill of the business connected with the use of, and symbolized by, each
Trademark and each Trademark License;




     (e) the right to sue for past, present and future infringement or dilution of any of
the foregoing or for any injury to goodwill; and




     (f) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages, and proceeds of suit.


SECTION 3. Collateral Agreement. The security interest granted pursuant to this Trademark
Security Agreement is granted in conjunction with the security interest granted to the Collateral
Agent for the Secured Parties pursuant to the Guarantee and Collateral Agreement and Grantors
hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Trademark Collateral made and granted hereby are more fully set forth
in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. In the event that any provision of this Trademark
Security Agreement is deemed to conflict with the Guarantee and Collateral Agreement, the
provisions of the Guarantee and Collateral Agreement shall control.



SECTION 4. Applicable Law. This Trademark Security Agreement and the rights and
obligations of the parties hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to its conflicts of law
provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).



SECTION 5.
Counterparts. This Trademark Security Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.




[Remainder of page intentionally left blank]





3









 







In Witness Whereof, each Grantor has caused this Trademark Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above.




[NAME OF EACH GRANTOR]




Trademark Security Agreement





 









 








	 	 	 	 	 
	 

	 	 	 	 
	Accepted and Agreed:	 	 
	 
	 	 	 	 
	[NAME OF COLLATERAL AGENT]

as Collateral Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 





Trademark Security Agreement



 









 






SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




TRADEMARK REGISTRATIONS AND APPLICATIONS





 










 






Exhibit B to

Guarantee and Collateral Agreement




[FORM OF] COPYRIGHT SECURITY AGREEMENT



Copyright Security Agreement, dated as of October 24, 2005 (as amended, restated or otherwise
modified from time to time, the “Copyright Security Agreement”), between each of DOANE PET
CARE ENTERPRISES, INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a
Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower signatories
hereto (Holdings, the Borrower and each of such Subsidiaries, together with any other Subsidiary of
the Borrower that becomes a party hereto from time to time after the date hereof, the
“Grantors”) and LEHMAN COMMERCIAL PAPER, INC. in its capacity as collateral agent for the
Secured Parties (together with successors and assigns in such capacity, the “Collateral
Agent”).




W i t n e s s e t h:



Whereas, Grantors are party to a Guarantee and Collateral Agreement dated as of October
24, 2005 (the “Guarantee and Collateral Agreement”) between each of the Grantors and the other
grantors party thereto and the Collateral Agent pursuant to which the Grantors are required to
execute and deliver this Copyright Security Agreement;



Now, Therefore, in consideration of the premises and to induce the Secured Parties to
enter into the Credit Documents, the Grantors hereby agree with the Collateral Agent, as follows:



SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Guarantee
and Collateral Agreement and used herein have the meaning given to them in the Guarantee and
Collateral Agreement.



SECTION 2. Grant of Security Interest in Copyright Collateral. Each Grantor hereby pledges
and grants to Collateral Agent, for the benefit of the Secured Parties, a security interest in all
of such Grantor’s right, title and interest in, to and under the following, whether presently
existing or hereafter created or acquired (collectively, the “Copyright Collateral”):





     (a) all United States, and foreign copyrights (including community designs),
including but not limited to copyrights in software and databases, and all Mask Works (as
defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered
to which it is a party including all registrations and applications referred to on
Schedule I hereto (collectively, “Copyrights”);




     (b) any and all agreements for the granting of any right in or to Copyrights (whether
or not such Grantor is licensee or licensor thereunder)



 









 






including those referred to on Schedule I hereto (collectively, “Copyright
Licenses”);




     (c) all extensions and renewals thereof;




     (d) all rights corresponding thereto throughout the world;




     (e) all rights to sue for past, present and future infringements thereof; and




     (f) all Proceeds of the foregoing, including, without limitation, licenses,
royalties, income, payments, claims, damages and proceeds of suit.


SECTION 3. Collateral Agreement. The security interest granted pursuant to this Copyright
Security Agreement is granted in conjunction with the security interest granted to the Collateral
Agent for the Secured Parties pursuant to the Pledge and Security Agreement and Grantors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the
security interest in the Copyrights made and granted hereby are more fully set forth in the
Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this Copyright Security
Agreement is deemed to conflict with the Guarantee and Collateral Agreement, the provisions of the
Guarantee and Collateral Agreement shall control.



SECTION 4. Applicable Law. This Copyright Security Agreement and the rights and
obligations of the parties hereunder shall be governed by, and shall be construed and enforced in
accordance with, the laws of the State of New York, without regard to its conflicts of law
provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).



SECTION 5. Counterparts. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.




[Remainder of page intentionally left blank]





 









 







In Witness Whereof, each Grantor has caused this Copyright Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above.




[NAME OF EACH GRANTOR]




Copyright Security Agreement






 









 







Accepted and Agreed:




[NAME OF COLLATERAL AGENT]

as Collateral Agent




	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Copyright Security Agreement






 









 








SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT




COPYRIGHT REGISTRATIONS AND APPLICATIONS





 









 








Exhibit C to

Guarantee and Collateral Agreement




[FORM OF] PATENT SECURITY AGREEMENT



Patent Security Agreement, dated as of October 24, 2005 (as amended, restated or otherwise modified
from time to time, the “Patent Security Agreement”), between each of DOANE PET CARE
ENTERPRISES, INC., a Delaware corporation (“Holdings”), DOANE PET CARE COMPANY, a Delaware
corporation (the “Borrower”), each of the Subsidiaries of the Borrower signatories hereto
(Holdings, the Borrower and each of such Subsidiaries, together with any other Subsidiary of the
Borrower that becomes a party hereto from time to time after the date hereof, the
“Grantors”) and LEHMAN COMMERCIAL PAPER, INC. in its capacity as collateral agent for the
Secured Parties (together with any successors and assigns thereto in such capacity, the
“Collateral Agent”).




W i t n e s s e t h:



Whereas, Grantors are party to a Guarantee and Collateral Agreement dated as of October
24, 2005 (the “Guarantee and Collateral Agreement”) between each of the Grantors and the other
grantors thereto and the Collateral Agent pursuant to which the Grantors are required to execute
and deliver this Patent Security Agreement;



Now, Therefore, in consideration of the premises and to induce the Secured Parties to
enter into the Credit Agreement, the Grantors hereby agree with the Collateral Agent, as follows:



SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Guarantee
and Collateral Agreement and used herein have the meaning given to them in the Guarantee and
Collateral Agreement.



SECTION 2. Grant of Security Interest in Patent Collateral. Each Grantor hereby pledges
and grants to Collateral Agent, for the benefit of the Secured Parties, a security interest in all
of such Grantor’s right, title and interest in, to and under the following, whether presently
existing or hereafter created or acquired (collectively, the “Patent Collateral”):





     (a) all United States and foreign patents and certificates of invention, or similar
industrial property rights, and applications for any of the foregoing (collectively,
“Patents”), including, but not limited to: (i) each patent and patent application
referred to on Schedule I hereto (as such schedule may be amended or supplemented
from time to time), (ii) all reissues, divisions, continuations,



2









 






continuations-in-part, extensions, renewals, and reexaminations thereof, (iii) all
rights corresponding thereto throughout the world, (iv) all inventions and improvements
described therein, (v) all rights to sue for past, present and future infringements
thereof, (vi) all licenses, claims, damages, and proceeds of suit arising therefrom, and
(vii) all Proceeds of the foregoing, including, without limitation, licenses, royalties,
income, payments, claims, damages, and proceeds of suit.




     (b) all agreements providing for the granting of any right in or to Patents (whether
such Grantor is licensee or licensor thereunder) including those referred to on
Schedule I hereto (collectively, “Patent Licenses”);




     (c) all reissues, divisions, continuations, continuations-in-part, extensions,
renewals, and reexaminations thereof;




     (d) all rights corresponding thereto throughout the world;




     (e) all inventions and improvements described therein;




     (f) all rights to sue for past, present and future infringements thereof;




     (g) all licenses, claims, damages, and proceeds of suit arising therefrom; and




     (h) all Proceeds of the foregoing, including, without limitation, licenses, royalties,
income, payments, claims, damages, and proceeds of suit.


SECTION 3. Collateral Agreement. The security interest granted pursuant to this Patent
Security Agreement is granted in conjunction with the security interest granted to the Collateral
Agent for the Secured Parties pursuant to the Guarantee and Collateral Agreement and Grantors
hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to
the security interest in the Patent Collateral made and granted hereby are more fully set forth in
the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. In the event that any provision of this Patent
Security Agreement is deemed to conflict with the Guarantee and Collateral Agreement, the
provisions of the Guarantee and Collateral Agreement shall control.



SECTION 4. Applicable Law. This Patent Security Agreement and the rights and obligations
of the parties hereunder shall be governed by, and shall be construed and enforced in accordance
with, the laws of the State of New York, without regard to its conflicts of law provisions (other
than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws).




3









 







SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts together shall constitute but one and the same instrument.




[Remainder of page intentionally left blank]





4









 







In Witness Whereof, each Grantor has caused this Patent Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above.




[NAME OF EACH GRANTOR]




Patent Security Agreement







 









 







Accepted and Agreed:




[NAME OF COLLATERAL AGENT]

as Collateral Agent




	 	 	 	 	 	 	 
	By:

	 	 	 	 
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Patent Security Agreement





 









 








SCHEDULE I

to

PATENT SECURITY AGREEMENT




PATENT REGISTRATIONS AND APPLICATIONS





 









 








EXHIBIT B

TO

CREDIT AGREEMENT




FORM OF COMPLIANCE CERTIFICATE




          Pursuant to Section 6.2(b) of the Credit Agreement, dated as of October 24, 2005 (as amended,
supplemented or otherwise modified 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 Lenders and the Administrative Agent (as each
term is defined in the Credit Agreement and used herein having the same meanings given to them in
the Credit Agreement), the undersigned, a Responsible Officer, does hereby certify on behalf of
Holdings and the Borrower that:





	 	(i)	 	during the period from [______] to [______] (the
“Reference Period”):






     (A) (1) no property has been acquired by the Borrower or any of its Restricted
Subsidiaries as to which the Administrative Agent, for the benefit of the Lenders, does not
have a perfected Lien; (2) no fee interest in any real estate has been acquired by the
Borrower or any of its Domestic Subsidiaries having a value of at least $2,000,000; and (3)
no new Domestic Subsidiary or Joint Venture has been created or acquired (or, if any such
property, fee interest or Domestic Subsidiary or Joint Venture has been acquired or formed,
as the case may be, the Borrower has complied with the requirements of Section 6.10 of the
Credit Agreement with respect thereto),




     (B) [No Loan Party has changed its name, its principal place of business, its chief
executive office or the location of any inventory or equipment and of any Intellectual
Property acquired by any Loan Party,]



[OR]





               [Attached as Annex B hereto is, to the extent not previously disclosed in a prior
Compliance Certificate or on the Effective Date, as the case may be, a listing of any county
or state within the United States where any Loan Party keeps inventory or equipment and of
any Intellectual Property acquired by any Loan Party,]




     (C) to the best of the undersigned’s knowledge, each Loan Party has observed or
performed all of its covenants and other material agreements, and satisfied every material
condition, contained in the Credit Agreement and the other Loan Documents to which it is a
party to be observed, performed or satisfied by it,




     (D) the undersigned has obtained no knowledge of any Default or Event of Default[,
except ______]; and




	 	(ii)	 	as of the date of the financial statements being delivered in connection
herewith, the Borrower was in compliance with the covenant set forth in Section 7.1 of
the




 









 






	 	 	 	Credit Agreement and the calculations of such covenant compliance set forth on Annex
A hereto are based upon such financial statements and are true and correct;
	 
	 	[(iii)	 	 the Excess Cash Flow for the fiscal year ending
200[_] was $______ and the
calculations to support the determination of the amount of such Excess Cash Flow for
such period set forth on Annex A hereto are based upon such financial statements and
are true and correct;]
	 
	 	(iv)	 	the aggregate Restricted Payments made pursuant to Section 7.6 during the
Reference Period were $______ and the calculations to support the determination
of the amount of such Restricted Payments for such period set forth on Annex A hereto
are true and correct; and
	 
	 	(v)	 	the Capital Expenditures of the Borrower and its Restricted Subsidiaries for
the Reference Period were $______ and the calculations to support the determination
of the amount of such Capital Expenditures set forth on Annex A hereto are true and
correct.





               IN WITNESS WHEREOF, the undersigned has executed and delivered this certificate as of the day
and year set forth below.



	 	 	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Date: ____________, 200_




 2





 










 






ANNEX A




	 	 	 	 	 	 	 	 	 	 	 
	I. Section 7.1
— Financial Condition Covenants	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	A.	 	Consolidated Senior Secured Debt Ratio	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	1.	 	 	Consolidated Senior Secured Debt:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Outstanding principal balance of the Loans under this Agreement:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	2.	 	 	Consolidated EBITDA:
(a)+(b)1-(c)
2
[-/+](d):	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(a	)	 	Consolidated Net Income:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(b	)	 	(i)+(ii)+(iii)+(iv)+(v):
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(i) income tax expense:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(ii) Consolidated Interest Expense:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(iii) non-cash depreciation and amortization expense:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(iv) any extraordinary, unusual, transition or non-recurring
expenses or
losses:3
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(v) any other non-cash
charges:4
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(c	)	 	(i)+(ii)+(iii):
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(i) interest income:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(ii) any extraordinary, unusual or non-recurring
non-cash income or non-cash
gains:5
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(iii) any other non-cash income, all as determined on a consolidated
basis:
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	(d	)	 	minus any amount equal to Consolidated EBITDA (if positive)
attributable to the property that is the
	 	 








 




			
	1	 	Without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for the
period.
	 
	2	 	To the extent included in the statement of
such Consolidated Net Income for the period.
	 
	3	 	Including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for the
period, non-cash losses on sales of assets outside of the ordinary course of
business.
	 
	4	 	Any non-cash charges added back cannot be
duplicated at the time of the related cash payment.
	 
	5	 	Including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such
period, gains on the sales of assets outside of the ordinary course of
business.




 









 










	 	 	 	 	 
	 

	 	subject of a Material Disposition	 	 
	 
	 	 	 	 
	 

	 	OR	 	 
	 
	 	 	 	 
	 

	 	plus any amount equal to Consolidated EBITDA (if negative)
attributable to the property that is the subject of a Material
Disposition:
	 	 
	 
	 	 	 	 
	 

	 	Material Acquisition:
	 	 






Consolidated Senior Secured Debt Ratio:




	 	 	 	 	 	 	 
	Consolidated Senior Secured Debt

	 	=
	 	 	 	=
	 

	 	 	 	 	 	 
	Consolidated EBITDA
	 	 	 	 	 	 






	 	 	 
	Covenant:

	 	Consolidated Senior Secured Debt Ratio for the Reference Period must not be
greater than ___ [insert the relevant ratio set forth in Section 7.1(a) of the Credit
Agreement]. [The Borrower is in compliance with the covenant.]






	 	 	 	 	 	 	 
	II.	 	Excess Cash Flow	 	 
	 
	 	 	 	 	 	 
	 	 	Excess Cash Flow for the fiscal year ending [________]: (1)-(2)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(1) (a)+(b)+(c)+(d):
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(a) Consolidated Net Income for the Reference Period:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(b) an amount equal to the amount of all non-cash charges
(including depreciation and amortization) deducted in arriving
at Consolidated Net Income:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(c) decreases in Consolidated Working Capital for the fiscal
year:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(d) an amount equal to the aggregate net non-cash loss on the
Disposition of property by the Borrower and its Restricted
Subsidiaries during the Reference Period (other than sales of
inventory in the ordinary course of business), to the extent
deducted in arriving at such Consolidated Net Income:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(2) (a)+(b)+(c)+(d)+(e)+(f):
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(a) an amount equal to the amount of all non-cash credits	 	 






2









 






	 	 	 	 	 	 	 
	 

	 	 	 	included in arriving at such Consolidated Net Income:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(b) the aggregate amount actually paid by the Borrower and its
Restricted Subsidiaries in cash during the fiscal year on
account of Capital Expenditures (excluding the principal amount
of Indebtedness incurred in connection with such expenditures
and any such expenditures financed with the proceeds of any
Reinvestment Deferred Amount):
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(c) the aggregate amount of all prepayments of Revolving Loans
and Swingline Loans during the Reference Period to the extent
accompanying permanent optional reductions of the Revolving
Commitments and all optional prepayments of the Term Loans
during the fiscal year:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(d) the aggregate amount of all regularly scheduled principal
payments of Funded Debt (including the Term Loans) of the
Borrower and its Restricted Subsidiaries made during the fiscal
year (other than in respect of any revolving credit facility to
the extent there is not an equivalent permanent reduction in
commitments thereunder) and (e) or otherwise made with the
express approval of the Required Lenders:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(e) increases in Consolidated Working Capital for the fiscal
year:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(f) an amount equal to the aggregate net non-cash gain on the
Disposition of property by the Borrower and its Restricted
Subsidiaries during the fiscal year (other than sales of
inventory in the ordinary course of business), to the extent
included in arriving at Consolidated Net Income:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Excess Cash Flow:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Mandatory Prepayment (ECF Percentage of Excess Cash Flow):
	 	                                                ]
	 
	 	 	 	 	 	 
	III.	 	Consolidated Leverage Ratio Calculation	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	A. Consolidated Leverage Ratio for the Reference Period:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	1. Consolidated Total Debt:	 	 






3









 






	 	 	 	 	 	 	 
	 

	 	 	 	Indebtedness of the Borrower and its Restricted Subsidiaries
(including any IDB but excluding any contingent obligations under
acceptance, letter of credit or similar facilities), determined on a
consolidated basis in accordance with GAAP, provided that the amount
of the Existing Senior Notes are calculated without regard to their
fair market value
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	2. Consolidated EBITDA (From I(A)(2) above):	 	 






Consolidated Leverage Ratio:




	 	 	 	 	 	 	 	 	 
	Consolidated Total Debt

	 	=
	 	 	 	=
	 	 
	 

	 	 	 	 	 	 	 	 
	Consolidated EBITDA
	 	 	 	 	 	 	 	 






	 	 	 	 	 
	IV.

	 	Section 7.6 — Restricted Payments	 	 
	 
	 	 	 	 
	 	 	The Restricted Payments made pursuant to Section 7.6 during the Reference Period were as
follows: [insert details].
	 
	 	 	 	 
	V.

	 	Section 7.7 — Capital Expenditures	 	 
	 
	 	 	 	 
	 	 	The Capital Expenditures of the Borrower and its Restricted Subsidiaries pursuant to Section
7.7 for the Reference Period were as follows: [insert details].
	 
	 	 	 	 
	 

	 	        A. Aggregate Capital Expenditures for the Reference Period:
	 	 
	 
	 	 	 	 
	 

	 	        B. Aggregate Carry-Forward from the prior Reference Period:
	 	 
	 
	 	 	 	 
	 

	 	        C. Permitted Capital Expenditures for the Reference Period:
	 	 







4









 







EXHIBIT C




TO




CREDIT AGREEMENT




[FORM OF CLOSING CERTIFICATE OF SECRETARY]




CLOSING CERTIFICATE OF SECRETARY

OF [NAME OF RELEVANT PARTY]




          Reference is made to the Credit Agreement, dated as of October 24, 2005 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Doane
Pet Care Enterprises, Inc., Doane Pet Care Company, the Lenders named therein and Lehman Commercial
Paper Inc., as Administrative Agent. Terms defined in the Credit Agreement are used herein with
the same meanings. This certificate is being delivered pursuant to Section 5.1(g) of the Credit
Agreement.




          I, [___], Secretary of [___], a [___corporation] [and a Loan Party]
(the “Company”), DO HEREBY CERTIFY that:




          1. The Company is duly organized, validly existing, and in good standing under the laws of
the State of [___] and no proceedings have been instituted or are pending or contemplated
with respect to the dissolution, liquidation or sale of all or substantially all the assets of the
Company or threatening its existence or the forfeiture of any of its corporate rights;




          2. Attached hereto as Exhibit “A” is a true and complete copy of the Articles of
Incorporation of the Company, and any amendments thereto, as in effect on the date hereof.




          3. Attached hereto as Exhibit “B” is a true and complete copy of the By-laws of the Company
as in effect prior to [use resolution date] and at all times thereafter through the date hereof.




          4. Attached hereto as Exhibit “C” is a true and complete copy of certain resolutions duly
adopted by the Board of Directors of the Company on [___], 2005 and there has been no
amendment, supplement, modification, or recession of such resolutions, in whole or in part, and
such resolutions are in full force and effect on the date hereof.




          5. The following persons were duly elected or appointed to and currently occupy the offices
of the Company set forth opposite their names, and the signature opposite their names are their
genuine signatures:




	 	 	 	 	 
	Name
	 	Office
	 	Signature
	 
	 	 
	 	 





 









 






          IN WITNESS WHEREOF, I have hereunto signed my name this [___] day of [___], 2005.




	 	 	 
	 

	 	 
	 

	 	Secretary






          I, [___], [___] of [___], a [___corporation] and a Loan Party, do
hereby certify that [___] is the duly elected and qualified [Assistant] Secretary of the
Company and that the signature appearing above is [his/her] true and genuine signature. I know of
no facts contrary to the statements contained in this Certificate.




          IN WITNESS WHEREOF, I have hereunto signed my name this [___] day of [___], 2005.




	 	 	 
	 

	 	 
	 

	 	Name:
	 

	 	Title:






2









 







EXHIBIT D




TO




CREDIT AGREEMENT




MORTGAGE




from




DOANE PET CARE COMPANY, Mortgagor




to




LEHMAN COMMERCIAL PAPER INC., as collateral agent, Mortgagee




DATED AS OF [_____] , 2005




After recording, please return to:




Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, New York 10005




ATTN: William J. Mahoney, Esq.




 









 








[INSERT STATE]




          THIS MORTGAGE, dated as of [___], 2005 is made by DOANE PET CARE COMPANY, a Delaware
corporation (“Mortgagor”), whose address is 210 Westwood Place South, Suite 400, Brentwood,
Tennessee, 37027, to LEHMAN COMMERCIAL PAPER INC., as collateral agent for the Lenders, referred to
below (“Mortgagee”), whose address is 745 Seventh Avenue, New York, New York 10019.
References to this “Mortgage” shall mean this instrument and any and all renewals, modifications,
amendments, supplements, extensions, consolidations, substitutions, spreaders and replacements of
this instrument.




Background




          A. Doane Pet Care Company, has entered into the Credit Agreement dated as of the date hereof
(as the same may be amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) with several banks and other financial institutions from time to time parties
thereto (the “Lenders”) and Mortgagee. The terms of the Credit Agreement are incorporated
by reference in this Mortgage as if the terms thereof were fully set forth herein.




          Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Credit Agreement. In the event of a conflict between this Mortgage and the Credit Agreement, the
terms of the Credit Agreement shall control. References in this Mortgage to the “Interest Rates”
shall mean the interest rates provided for in Section 2.16 of the Credit Agreement.




          B. Mortgagor is the owner of the parcel(s) of real property described on Schedule A
attached hereto and made a part hereof (such real property, together with all of the buildings,
improvements, structures and fixtures (including, without limitation, all gas and electric
fixtures, radiators, heaters, docks, engines and machinery, boilers, ranges, elevators and motors,
plumbing, heating and air conditioning fixtures, carpeting and other floor coverings, water
heaters, cleaning apparatus and other items which are or are to be attached to such real property)
now or subsequently located thereon (the “Improvements”), being collectively referred to as
the “Real Estate”).




          C. Pursuant to the terms and conditions of the Credit Agreement, (i) each Term Lender has
agreed to make a Term Loan to Mortgagor, as evidenced by the Credit Agreement and, if requested by
such Term Lender, a Term Note; (ii) the Swingline Lender has agreed to make Swingline Loans to
Mortgagor, as evidenced by the Credit Agreement and, if requested by the Swingline Lender, a
Swingline Note; (iii) each Revolving Lender has agreed to make Revolving Loans to Mortgagor, as
evidenced by the Credit Agreement and, if requested by such Revolving Lender, a Revolving Note; and
(iv) each Issuing Bank has agreed to issue letters of credit on behalf of Mortgagor (the
“Letters of Credit”). The Reimbursement Obligations with respect to drawings under the
Letters of Credit are evidenced by the Credit Agreement.




          D. The obligations of the Lenders to make the Loans, to issue Letters of Credit and to enter
into Hedge Agreements are conditioned upon, among other things, the execution and delivery by
Mortgagor of this Mortgage.




 









 








Granting Clauses




          For ten dollars ($10) and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Mortgagor agrees that to secure:





     (a) repayment of the principal in the amount of $___or so much thereof as may be
outstanding from time to time of and payment of interest (including, without limitation,
interest accruing after the maturity of the Loans made by each Lender and interest accruing
after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to Mortgagor, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) on the Loans made by
each Lender to, and the Notes, if any, held by each Lender of, Mortgagor;




     (b) payment of all Reimbursement Obligations with respect to drawings under the Letters
of Credit;




     (c) payment of all obligations under any Hedge Agreement;




     (d) payment of all other obligations and liabilities of Mortgagor to Mortgagee and the
Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, the Notes, the Letters of Credit, the Guarantee and Collateral Agreement,
the Hedge Agreements, this Mortgage, the other Security Documents and other Loan Documents
or any other document made, delivered or given in connection herewith or therewith, in each
case whether on account of principal, interest, Reimbursement Obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all reasonable
fees and disbursements of counsel to Mortgagee or to the Lenders that are required to be
paid by Mortgagor pursuant to the terms of the Credit Agreement, this Mortgage or any other
Loan Documents) (the items set forth in clauses (a) through (d) being referred to herein
collectively as the “Indebtedness”); and




     (e) the performance and observance of each obligation, term, covenant and condition to
be performed or observed by Mortgagor (the “Obligations”) under, in connection with
or pursuant to the provisions of the Credit Agreement, the Notes, the Letters of Credit, the
Guarantee and Collateral Agreement, the Hedge Agreements, this Mortgage and any of the other
Security Documents or any of the other Loan Documents;


MORTGAGOR HEREBY GRANTS TO MORTGAGEE A LIEN UPON AND A SECURITY INTEREST IN, AND HEREBY MORTGAGES,
GRANTS, ASSIGNS, TRANSFERS, HYPOTHECATES, PLEDGES, CONVEYS AND SETS OVER TO MORTGAGEE WITH
MORTGAGE COVENANTS:





     (A) the Real Estate;




     (B) all the estate, right, title, interest, claim or demand whatsoever of Mortgagor,
in possession or expectancy, in and to the Real Estate or any part thereof;



2









 






     (C) all right, title, estate and interest of Mortgagor in, to and under all easements,
rights of way, strips and gores of land, streets, ways, alleys, passages, sewer rights,
waters, water courses, water and riparian rights, development rights, air rights, mineral
rights and all estates, rights, titles, interests, privileges, licenses, tenements,
hereditaments and appurtenances belonging, relating or appertaining to the Real Estate, and
any reversions, remainders, rents, issues, profits and revenue thereof and all land lying in
the bed of any street, road or avenue, in front of or adjoining the Real Estate to the
center line thereof;




     (D) all right, title, estate and interest of Mortgagor in and to all of the fixtures,
“equipment” (as defined in the Uniform Commercial Code) chattels, business machines,
machinery, apparatus, equipment, furnishings, fittings and articles of personal property of
every kind and nature whatsoever, and all appurtenances and additions thereto and
substitutions or replacements thereof (together with, in each case, attachments, components,
parts and accessories) currently owned or subsequently acquired by Mortgagor and now or
subsequently attached to, or contained in or used or usable in any way in connection with
any operation or letting of the Real Estate, including but without limiting the generality
of the foregoing, all screens, awnings, shades, blinds, curtains, draperies, artwork,
carpets, rugs, storm doors and windows, furniture and furnishings, heating, electrical, and
mechanical equipment, lighting, switchboards, plumbing, ventilating, air conditioning and
air-cooling apparatus, refrigerating, and incinerating equipment, escalators, elevators,
loading and unloading equipment and systems, stoves, ranges, laundry equipment, cleaning
systems (including window cleaning apparatus), telephones, communication systems (including
satellite dishes and antennae), televisions, computers, sprinkler systems and other fire
prevention and extinguishing apparatus and materials, security systems, motors, engines,
machinery, pipes, pumps, tanks, conduits, appliances, fittings and fixtures of every kind
and description (all of the foregoing in this paragraph (D) being referred to as the
“Equipment”);




     (E) all right, title, estate and interest of Mortgagor in and to all substitutes and
replacements of, and all additions, improvements and concessions to, the Real Estate and the
Equipment, subsequently acquired by or released to Mortgagor or constructed, assembled or
placed by Mortgagor on the Real Estate, immediately upon such acquisition, release,
construction, assembling or placement, including, without limitation, any and all building
materials whether stored at the Real Estate or offsite, and, in each such case, without any
further mortgage, conveyance, assignment or other act by Mortgagor;




     (F) all right, title, estate and interest of Mortgagor in, to and under all leases,
subleases, underlettings, occupancy agreements, concession agreements, management
agreements, licenses and other agreements relating to the use or occupancy of the Real
Estate or the Equipment or any part thereof, now existing or subsequently entered into by
Mortgagor and whether written or oral and all guarantees of any of the foregoing
(collectively, as any of the foregoing may be amended, restated, extended, renewed or
modified from time to time, the “Leases”), and all rights of Mortgagor in respect of
cash and securities deposited thereunder and the right to receive and collect the revenues,



3









 






income, rents, issues and profits thereof, together with all other rents, royalties,
issues, profits, revenue, income and other benefits arising from the use and enjoyment of
the Mortgaged Property (as defined below) (collectively, the “Rents”);




     (G) all right, title, estate and interest of Mortgagor in and to all trade names,
trade marks, logos, copyrights, licenses, good will and books and records resident in any
form or on any media relating to or used in connection with the operation of the Real Estate
or the Equipment or any part thereof; all general intangibles (as defined in the Uniform
Commercial Code) related to the operation of the Real Estate, Equipment or Improvements now
existing or hereafter arising and the license to use intellectual property such as computer
software owned or licensed by Mortgagor or other proprietary business information relating
to Mortgagor’s policies, procedures, manuals and trade secrets;




     (H) all right, title, estate and interest of Mortgagor in and to all unearned premiums
under insurance policies now or subsequently obtained by Mortgagor relating to the Real
Estate or Equipment and Mortgagor’s interest in and to all proceeds of any such insurance
policies (including title insurance policies) including the right to collect and receive
such proceeds, subject to the provisions relating to insurance generally set forth below;
and all awards and other compensation, including the interest payable thereon and the right
to collect and receive the same, made to the present or any subsequent owner of the Real
Estate or Equipment for the taking by eminent domain, condemnation or otherwise, of all or
any part of the Real Estate or any easement or other right therein;




     (I) all right, title, estate and interest of Mortgagor in and to (i) all contracts
from time to time executed by Mortgagor or any manager or agent on its behalf relating to
the ownership, construction, maintenance, repair, operation, occupancy, sale, leasing or
financing of the Real Estate or Equipment or any part thereof and all agreements relating to
the purchase or lease of any portion of the Real Estate or any property which is adjacent or
peripheral to the Real Estate, together with the right to exercise such options and all
leases of Equipment (collectively, the “Contracts”), (ii) all consents, licenses,
permits variances, building permits, certificates of occupancy and other governmental
approvals relating to construction, completion, occupancy, use or operation of the Real
Estate or any part thereof (collectively, the “Permits”) and (iii) all drawings,
plans, specifications and similar or related items relating to the Real Estate
(collectively, the “Plans”);




     (J) all right, title, estate and interest of Mortgagor in and to any and all monies
now or subsequently on deposit for the payment of real estate taxes or special assessments
against the Real Estate or for the payment of premiums on insurance policies covering the
foregoing property or otherwise on deposit with or held by Mortgagee as provided in this
Mortgage; and all “documents” as defined in the Uniform Commercial Code or other receipts
covering, evidencing or representing goods now owned or hereafter acquired by Mortgagor
(collectively, “Documents”); all (i) “instruments” as defined in the Uniform
Commercial Code, “chattel paper” as defined in the Uniform



4









 






Commercial Code, or letters of credit, evidencing, representing, arising from or
existing in respect of, relating to, securing or otherwise supporting the payment of, any of
the Collateral (including, without limitation, promissory notes, drafts, bills of exchange
and trade acceptances) and chattel paper obtained by Mortgagor in connection with the
Mortgaged Property (including, without limitation, all ledger sheets, computer records and
printouts, databases, programs, books of account and files of Mortgagor relating thereto)
and (ii) notes or other obligations of indebtedness owing to Mortgagor from whatever source
arising, in each case now owned or hereafter acquired by Mortgagor; all “inventory” as
defined in the Uniform Commercial Code, whether now or hereafter existing or acquired, and
which arises out of or is used in connection with, directly or indirectly, the ownership and
operation of the Mortgaged Property, all Documents representing the same and all Proceeds
and products of the same (including, without limitation, all goods, merchandise, raw
materials, work in process and other personal property, wherever located, now or hereafter
owned or held by Mortgagor for manufacture, processing, the providing of services or sale,
use or consumption in the operation of the Mortgaged Property (including, without
limitation, fuel, supplies and similar items and all substances commingled therewith or
added thereto) and rights and claims of Mortgagor against anyone who may store or acquire
the same for the account of Mortgagor, or from whom Mortgagor may purchase the same); and




     (K) all proceeds (as defined in the Uniform Commercial Code) and, in any event, shall
include, without limitation, all proceeds, products, offspring, rents, profits or receipts,
in whatever form, arising from the Mortgaged Property (including, without limitation, (i)
cash, instruments and other property received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Mortgaged Property, (ii) the collection,
sale, lease, sublease, concession, exchange, assignment, licensing or other disposition of,
or realization upon, any item or portion of the Mortgaged Property (including, without
limitation, all claims of Mortgagor against third parties for loss of, damage to,
destruction of, or for proceeds payable under, or unearned premiums with respect to,
policies of insurance in respect of, any the Mortgaged Property now existing or hereafter
arising), (iii) any and all proceeds of any insurance, indemnity, warranty or guaranty
payable to Mortgagor from time to time with respect to any of the Mortgaged Property, (iv)
any and all payments (in any form whatsoever) made or due and payable to Mortgagor from time
to time in connection with the requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Mortgaged Property by any governmental authority (or
any person acting under color of Governmental Authority) and (v) any and all other amounts
from time to time paid or payable under or in connection with any of the Mortgaged
Property), both cash and noncash, of the foregoing;




     (All of the foregoing property and rights and interests now owned or held or
subsequently acquired by Mortgagor and described in the foregoing clauses (A) through (E)
are collectively referred to as the “Premises”, and those described in the foregoing
clauses (A) through (K) are collectively referred to as the “Mortgaged Property”).



5









 





          TO HAVE AND TO HOLD the Mortgaged Property and the rights and privileges hereby mortgaged unto
Mortgagee, its successors and assigns for the uses and purposes set forth herein, until the
Indebtedness is fully paid and the Obligations fully performed.




Terms and Conditions




          Mortgagor further represents, warrants, covenants and agrees with Mortgagee as follows:




          1. Warranty of Title. Mortgagor warrants the good and marketable title to the
Premises, subject only to the matters that are set forth in Schedule B of the title
insurance policy or policies being issued to Mortgagee to insure the lien of this Mortgage (the
“Permitted Exceptions”) and that Mortgagor has the full power, authority and right to
execute, deliver and perform its obligations under this Mortgage and to encumber, mortgage,
transfer, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, warrant, pledge, assign
and hypothecate the same and that this Mortgage is and will remain a valid and enforceable first
lien on and security interest in the Mortgaged Property, subject only to the Permitted Exceptions.
Mortgagor shall forever warrant, defend and preserve such title and the validity and priority of
the lien of this Mortgage and shall forever warrant and defend the same to Mortgagee against the
claims of all persons whomsoever.




          2. Payment of Indebtedness. Mortgagor shall pay the Indebtedness at the times and
places and in the manner specified in the Notes, the Credit Agreement, the Guarantee and Collateral
Agreement and any Hedge Agreement and shall perform all the Obligations in a timely manner.




          3. Requirements. (a) Mortgagor shall promptly comply with, or cause to be complied
with, and conform to (i) all present and future laws, statutes, codes, ordinances, orders,
judgments, decrees, rules, regulations and requirements, and irrespective of the nature of the work
to be done, of each Governmental Authority which has jurisdiction over the Mortgaged Property and
(ii) all covenants, restrictions and conditions now or later of record which may be applicable to
any of the Mortgaged Property, or to the use, manner of use, occupancy, possession, operation,
maintenance, alteration, repair or reconstruction of any of the Mortgaged Property, except to the
extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect. All present and future laws, statutes, codes, ordinances, orders,
judgments, decrees, rules, regulations and requirements of every Governmental Authority applicable
to Mortgagor or to any of the Mortgaged Property and all covenants, restrictions, and conditions
which now or later may be applicable to any of the Premises are collectively referred to as the
“Legal Requirements”.




          (b) Notwithstanding the provisions of paragraph (a) of this Section, Mortgagor shall have the
right to contest or object in good faith to the validity or application of any Legal Requirement by
appropriate legal proceedings diligently conducted in good faith, but such right shall not be
deemed or construed in any way as relieving, modifying, or extending Mortgagor’s covenant to comply
with any such Legal Requirement unless (i) Mortgagor has given prior written notice to Mortgagee of
Mortgagor’s intent so to contest or object to such Legal Requirement, (ii) Mortgagor shall
demonstrate to Mortgagee’s reasonable satisfaction that any

6









 








delay in compliance with such Legal Requirement shall not entail a risk of forfeiture of any
of the Mortgaged Property or subject Mortgagor or Mortgagee to any criminal liability, (iii) by the
terms of such Legal Requirement, compliance therewith pending prosecution of any such legal
proceeding may legally be delayed without incurring any lien, charge or liability of any kind
against the Mortgaged Property (other than for Permitted Exceptions or Liens permitted under
Section 7.3 of the Credit Agreement), or any part thereof, unless Mortgagor shall furnish a good
and sufficient bond or surety as required by and reasonably satisfactory to Mortgagee and (iv) all
material permits required for the operation of the Mortgaged property remain in effect.




          4. Payment of Taxes and Other Impositions. (a) Promptly when due, Mortgagor shall
pay and discharge all taxes of every kind and nature (including, without limitation, all real and
personal property, income, franchise, withholding, transfer, gains, profits and gross receipts
taxes), all charges for any easement or agreement maintained for the benefit of any of the
Mortgaged Property, all general and special assessments, levies, permits, inspection and license
fees, all water and sewer rents and charges, vault taxes, and all other public charges even if
unforeseen or extraordinary, imposed upon or assessed against or which may become a lien on any of
the Mortgaged Property, or arising in respect of the occupancy, use or possession thereof, together
with any penalties or interest on any of the foregoing (all of the foregoing are collectively
referred to as the “Impositions”). Upon reasonable request of Mortgagee, Mortgage shall
promptly provide evidence acceptable to Mortgagee showing the payment of any Imposition.




          (b) Mortgagor shall have the right before any delinquency occurs to contest or object in good
faith to the amount or validity of any Imposition by appropriate legal proceedings, but such right
shall not be deemed or construed in any way as relieving, modifying, or extending Mortgagor’s
covenant to pay any such Imposition at the time and in the manner provided in this Section 4 unless
(i) Mortgagor has given prior written notice to Mortgagee of Mortgagor’s intent so to contest or
object to an Imposition, (ii) Mortgagor shall demonstrate to Mortgagee’s satisfaction that the
legal proceedings shall operate conclusively to prevent the sale of the Mortgaged Property, or any
part thereof, to satisfy such Imposition prior to final determination of such proceedings and (iii)
Mortgagor shall furnish a good and sufficient bond or surety as requested by and reasonably
satisfactory to Mortgagee in the amount of the Impositions which are being contested plus any
interest and penalty which may be imposed thereon and which could become a lien against the Real
Estate or any part of the Mortgaged Property.




          5. Insurance. (a) Mortgagor shall maintain or cause to be maintained on all of the
Premises proper insurance in accordance with Section 6.5(b) of the Credit Agreement.




          (b) Each insurance policy (other than flood insurance) shall (x) provide that the insurer
affording such coverage shall mail 30 days’ written notice to the Collateral Agent in the event of
cancellation of such coverage, and (y) with respect to all property insurance, provide for
deductibles in an amount reasonably satisfactory to Mortgagee and contain a “Replacement Cost
Endorsement” without any deduction made for depreciation and with no co-insurance penalty (or
attaching an agreed amount endorsement satisfactory to Mortgagee), with loss payable solely to
Mortgagee (modified, if necessary, to provide that proceeds in the amount of replacement cost may
be retained by Mortgagee without the obligation to rebuild) as its interest may appear,

7









 








without contribution, under a “standard” or “New York” mortgagee clause acceptable to
Mortgagee. Liability insurance policies shall name Mortgagee as an additional insured and contain
a waiver of subrogation against Mortgagee. Each policy shall expressly provide that any proceeds
which are payable to Mortgagee shall be paid by check payable to the order of Mortgagee and
Mortgagor and requiring the endorsement of Mortgagee and Mortgagor.




          (c) Mortgagor shall deliver to Mortgagee a certificate of such insurance in Accord Form 28
acceptable to Mortgagee, together with a copy of the declaration page for each such policy.
Mortgagor shall (i) pay as they become due all premiums for such insurance and (ii) not later than
30 days prior to the expiration of each policy to be furnished pursuant to the provisions of this
Section 5, deliver a renewed policy or policies, or duplicate original or originals thereof, marked
“premium paid,” or accompanied by such other evidence of payment satisfactory to Mortgagee.




          (d) Mortgagor promptly shall comply with and conform to (i) all provisions of each such
insurance policy, and (ii) all requirements of the insurers applicable to Mortgagor or to any of
the Mortgaged Property or to the use, manner of use, occupancy, possession, operation, maintenance,
alteration or repair of any of the Mortgaged Property. Mortgagor shall not use or permit the use
of the Mortgaged Property in any manner which would permit any insurer to cancel any insurance
policy or void coverage required to be maintained by this Mortgage.




          (e) If the Mortgaged Property, or any part thereof, shall be destroyed or damaged, Mortgagor
shall give immediate notice thereof to Mortgagee. All insurance proceeds shall be paid to
Mortgagee to be held by Mortgagee as collateral to secure the payment and performance of the
Indebtedness and the Obligations. Notwithstanding the preceding sentence, provided that no Event
of Default shall have occurred and be continuing, Mortgagor shall have the right to adjust such
loss, and the insurance proceeds relating to such loss shall be paid over to Mortgagor; provided
that Mortgagor shall, promptly after any such damage, repair all such damage regardless of whether
any insurance proceeds have been received or whether such proceeds, if received, are sufficient to
pay for the costs of repair. If an Event of Default shall have occurred and be continuing,
Mortgagee shall have the right to adjust such loss and use the insurance proceeds to pay the
Indebtedness or repair the Mortgaged Property in its sole and absolute discretion.




          (f) In the event of foreclosure of this Mortgage or other transfer of title to the Mortgaged
Property, all right, title and interest of Mortgagor in and to any insurance policies then in force
shall pass to the purchaser or grantee.




          (g) Mortgagor may maintain insurance required under this Mortgage by means of one or more
blanket insurance policies maintained by Mortgagor; provided, however, that (A) any
such policy shall specify, or Mortgagor shall furnish to Mortgagee a written statement from the
insurer so specifying, the maximum amount of the total insurance afforded by such blanket policy
that is allocated to the Premises and the other Mortgaged Property and any sublimits in such
blanket policy applicable to the Premises and the other Mortgaged Property, (B) each such blanket
policy shall include an endorsement providing that, in the event of a loss resulting from an
insured peril, insurance proceeds shall be allocated to the Mortgaged Property in an amount equal
to the coverages required to be maintained by Mortgagor as provided above

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and (C) the protection afforded under any such blanket policy shall be no less than that which
would have been afforded under a separate policy or policies relating only to the Mortgaged
Property.




          6. Restrictions on Liens and Encumbrances. Except for the lien of this Mortgage and
the Permitted Exceptions, and except as expressly permitted under the Credit Agreement, Mortgagor
shall not further mortgage, nor otherwise encumber the Mortgaged Property nor create or suffer to
exist any lien, charge or encumbrance on the Mortgaged Property, or any part thereof, whether
superior or subordinate to the lien of this Mortgage and whether recourse or non-recourse.




          7. Due on Sale and Other Transfer Restrictions. Except as expressly permitted under
the Credit Agreement, Mortgagor shall not sell, transfer, convey or assign all or any portion of,
or any interest in, the Mortgaged Property.




          8. Maintenance. Mortgagor shall maintain or cause to be maintained all the
Improvements in good condition and repair, ordinary wear and tear expected, and shall not commit or
suffer any waste of the Improvements. Mortgagor shall repair, restore, replace or rebuild promptly
any part of the Premises which may be damaged or destroyed by any casualty whatsoever.




          9. Condemnation/Eminent Domain. Immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation of the Mortgaged Property, or any portion
thereof, Mortgagor shall notify Mortgagee of the pendency of such proceedings. Mortgagee is hereby
authorized and empowered by Mortgagor to settle or compromise any claim in connection with such
condemnation and to receive all awards and proceeds thereof to be held by Mortgagee as collateral
to secure the payment and performance of the Indebtedness and the Obligations. [Notwithstanding
the preceding sentence, provided no Event of Default shall have occurred and be continuing, but
subject to the terms and provisions of the Credit Agreement, Mortgagor shall, at its expense,
diligently prosecute any proceeding relating to such condemnation, settle or compromise any claims
in connection therewith and receive any awards or proceeds thereof.]




          10. Leases. (a) Mortgagor shall not (i) execute an assignment or pledge of any
Lease relating to all or any portion of the Mortgaged Property other than in favor of Mortgagee, or
(ii) except as expressly permitted under the Credit Agreement, without the prior written consent of
Mortgagee, execute or permit to exist any Lease of any of the Mortgaged Property.




          (b) As to any Lease now in existence or subsequently consented to by Mortgagee, except as
expressly permitted under the Credit Agreement, Mortgagor shall not, without the prior written
consent of Mortgagee, accept a surrender or terminate, cancel, rescind, supplement, alter, revise,
modify or amend such Lease or permit any such action to be taken nor shall Mortgagor accept the
payment of rent more than thirty (30) days in advance of its due date.




          11. Further Assurances. To further assure Mortgagee’s rights under this Mortgage,
Mortgagor agrees upon demand of Mortgagee to do any act or execute any additional documents
(including, but not limited to, security agreements on any personalty included or to be

9









 








included in the Mortgaged Property, a separate assignment of each Lease in recordable form and
any Uniform Commercial Code financing statements) as may be reasonably required by Mortgagee to
confirm the lien of this Mortgage and all other rights or benefits conferred on Mortgagee.




          12. Mortgagee’s Right to Perform. If Mortgagor fails to perform any of the covenants
or agreements of Mortgagor (other than with respect to the failure to maintain insurance as
required hereunder, in which case Mortgagee can immediately perform), and such failure constitutes
an Event of Default, without waiving or releasing Mortgagor from any obligation or default under
this Mortgage, may, at any time (but shall be under no obligation to) pay or perform the same, and
the amount or cost thereof, with interest at the rate provided for in Section 2.16(c) of the Credit
Agreement, shall immediately be due from Mortgagor to Mortgagee and the same shall be secured by
this Mortgage and shall be a lien on the Mortgaged Property prior to any right, title to, interest
in or claim upon the Mortgaged Property attaching subsequent to the lien of this Mortgage. No
payment or advance of money by Mortgagee under this Section 12 shall be deemed or construed to cure
Mortgagor’s default or waive any right or remedy of Mortgagee.




          13. Hazardous Material. Mortgagee shall have the right at any time to conduct an
environmental audit of the Premises and Mortgagor shall cooperate in the conduct of such
environmental audit. Mortgagor shall give Mortgagee and its agents and employees access to the
Premises to remove Materials of Environmental Concern. Mortgagor shall comply with all provisions
of Section 6.8 of the Credit Agreement regarding Materials of Environmental Concern and
Environmental Laws.




          14. Events of Default. The occurrence of an Event of Default under the Credit
Agreement shall constitute an Event of Default hereunder.




          15. Remedies. (a) Upon the occurrence and during the continuation of any Event of
Default, in addition to any other rights and remedies Mortgagee may have pursuant to the Loan
Documents, or as provided by law, and without limitation, (a) if such event is an Event of Default
specified in clause (i) or (ii) of Section 8(f) of the Credit Agreement with respect to Mortgagor,
automatically the Commitments shall immediately terminate and the Loans (with accrued interest
thereon) and all other amounts owing under the Credit Agreement and the other Loan Documents
(including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents required thereunder)
shall immediately become due and payable, and (b) if such event is any other Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to Mortgagor declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate and declare the
Loans (with accrued interest thereon) and all other amounts owing under this Mortgage and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the
then outstanding Letters of Credit shall have presented the documents required thereunder) to be
due and payable forthwith, whereupon the same shall immediately become due and payable. Except as
expressly provided above in this Section 15, presentment, demand, protest and all other notices of
any kind are hereby expressly

10









 








waived. In addition, upon the occurrence and during the continuation of any Event of Default,
Mortgagee may immediately take such action, without notice or demand, as it deems advisable to
protect and enforce its rights against Mortgagor and in and to the Mortgaged Property, including,
but not limited to, the following actions, each of which may be pursued concurrently or otherwise,
at such time and in such manner as Mortgagee may determine, in its sole discretion, without
impairing or otherwise affecting the other rights and remedies of Mortgagee:





     (i) Mortgagee may, to the extent permitted by applicable law, (A) take immediate
possession of all of the Mortgaged Property and take such action as Mortgagee, in its sole
judgment, deems necessary to protect and preserve the Mortgaged Property, (B) institute,
maintain and complete an action of mortgage foreclosure against all or any part of the
Mortgaged Property and cause the Mortgaged Property to be sold in total or in parts, (C)
purchase the Mortgaged Property at foreclosure sale, (D) institute and maintain an action on
the Indebtedness, (E) sell all or part of the Mortgaged Property (Mortgagor expressly
granting to Mortgagee the power of sale), or (F) take such other action at law or in equity
for the enforcement of this Mortgage or any of the Loan Documents as the law may allow.
Mortgagee may proceed in any such action to final judgment and execution thereon for all
sums due hereunder, together with interest thereon at the rate provided for in Section
2.16(c) of the Credit Agreement and all costs of suit, including, without limitation,
reasonable attorneys’ fees and disbursements. Interest at the rate provided for in Section
2.16(c) of the Credit Agreement shall be due on any judgment obtained by Mortgagee from the
date of judgment until actual payment is made of the full amount of the judgment.




     (ii) Mortgagee may personally, or by its agents, attorneys and employees and without
regard to the adequacy or inadequacy of the Mortgaged Property or any other collateral as
security for the Indebtedness and Obligations enter into and upon the Mortgaged Property and
each and every part thereof and exclude Mortgagor and its agents and employees therefrom
without liability for trespass, damage or otherwise (Mortgagor hereby agreeing to surrender
possession of the Mortgaged Property to Mortgagee upon demand at any such time) and use,
operate, manage, maintain and control the Mortgaged Property and every part thereof.
Following such entry and taking of possession, Mortgagee shall be entitled, without
limitation, (x) to lease all or any part or parts of the Mortgaged Property for such periods
of time and upon such conditions as Mortgagee may, in its discretion, deem proper, (y) to
enforce, cancel or modify any Lease and (z) generally to execute, do and perform any other
act, deed, matter or thing concerning the Mortgaged Property as Mortgagee shall deem
appropriate as fully as Mortgagor might do.



          (b) In case of a foreclosure sale, the Real Estate may be sold, at Mortgagee’s election, in
one parcel or in more than one parcel and Mortgagee is specifically empowered, (without being
required to do so, and in its sole and absolute discretion) to cause successive sales of portions
of the Mortgaged Property to be held.




          16. Sale of the Properties; Application of Proceeds. Subject to the requirements of
applicable law, the proceeds or avails of a foreclosure sale and all moneys received by

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Mortgagee pursuant to any right given or action taken under the provisions of this Mortgage,
shall be applied as follows:




          First: To the payment of the costs and expenses of any such sale or other enforcement
proceedings in accordance with the terms hereof and of any judicial proceeding wherein the same may
be made, and in addition thereto, reasonable compensation to Mortgagee, its agents and counsel, and
of all sums due to Mortgagee under the Loan Documents and all actual out-of-pocket expenses,
advances, liabilities and sums made or furnished or incurred by Mortgagee or the holders under this
Mortgage and the Loan Documents, together with interest at the rate provided for in Section 2.16 of
the Credit Agreement (or such lesser amount as may be the maximum amount permitted by law), and all
taxes, assessments or other charges, except any taxes, assessments or other charges subject to
which the Mortgaged Property shall have been sold;




          Second: To the payment of the whole amount when due, owing or unpaid upon the Indebtedness
for principal and interest; and in case such proceeds shall be insufficient to pay in full the
whole amount so due and unpaid, then first, to the payment of all amounts of interest at the time
due and payable on the Indebtedness, without preference or priority of any installment of interest
over any other installment of interest, and second, to the payment of all amounts of principal; all
such payments of principal and interest to be made ratably to the holders entitled thereto;




          Third: To the payment of any other sums required to be paid by Mortgagor pursuant to any
provision of this Mortgage, the Credit Agreement, any other Loan Documents and any other document
or instrument securing the Indebtedness; and




          Fourth: To the payment of the surplus, if any, to whomsoever may be lawfully entitled to
receive the same.




          17. Right of Mortgagee to Credit Sale. Upon the occurrence of any sale made under
this Mortgage, whether made under the power of sale or by virtue of judicial proceedings or of a
judgment or decree of foreclosure and sale, Mortgagee may bid for and acquire the Mortgaged
Property or any part thereof. In lieu of paying cash therefor, Mortgagee may make settlement for
the purchase price by crediting upon the Indebtedness or other sums secured by this Mortgage the
net sales price after deducting therefrom the expenses of sale and the cost of the action and any
other sums which Mortgagee is authorized to deduct under this Mortgage. In such event, this
Mortgage, the Credit Agreement, Notes, Guarantee and Collateral Agreement and documents evidencing
expenditures secured hereby may be presented to the Person conducting the sale in order that the
amount so used or applied may be credited upon the Indebtedness as having been paid.




          18. Appointment of Receiver. If an Event of Default shall have occurred and be
continuing, Mortgagee as a matter of right and without notice to Mortgagor, unless otherwise
required by applicable law, and without regard to the adequacy or inadequacy of the Mortgaged
Property or any other collateral as security for the Indebtedness and Obligations or the interest
of Mortgagor therein, shall have the right to apply to any court having jurisdiction to appoint a
receiver or receivers or other manager of the Mortgaged Property, and Mortgagor hereby

12









 








irrevocably consents to such appointment and waives notice of any application therefor (except
as may be required by law). Any such receiver or receivers shall have all the usual powers and
duties of receivers in like or similar cases and all the powers and duties of Mortgagee in case of
entry as provided in this Mortgage, including, without limitation and to the extent permitted by
law, the right to enter into leases of all or any part of the Mortgaged Property, and shall
continue as such and exercise all such powers until the date of confirmation of sale of the
Mortgaged Property unless such receivership is sooner terminated.




          19. Extension, Release, etc. (a) Without affecting the lien or
charge of this Mortgage upon any portion of the Mortgaged Property not then or theretofore released
as security for the full amount of the Indebtedness, Mortgagee may, from time to time and without
notice, agree to (i) release any person liable for the Indebtedness, (ii) extend the maturity or
alter any of the terms of the Indebtedness or any guaranty thereof, (iii) grant other indulgences,
(iv) release or reconvey, or cause to be released or reconveyed at any time at Mortgagee’s option
any parcel, portion or all of the Mortgaged Property, (v) take or release any other or additional
security for any obligation herein mentioned, or (vi) make compositions or other arrangements with
debtors in relation thereto. If at any time this Mortgage shall secure less than all of the
principal amount of the Indebtedness, it is expressly agreed that any repayments of the principal
amount of the Indebtedness shall not reduce the amount of the lien of this Mortgage until the lien
amount shall equal the principal amount of the Indebtedness outstanding.




          (b) No recovery of any judgment by Mortgagee and no levy of an execution under any judgment
upon the Mortgaged Property or upon any other property of Mortgagor shall affect the lien of this
Mortgage or any liens, rights, powers or remedies of Mortgagee hereunder, and such liens, rights,
powers and remedies shall continue unimpaired.




          (c) If Mortgagee shall have the right to foreclose this Mortgage, Mortgagor authorizes
Mortgagee at its option to foreclose the lien of this Mortgage subject to the rights of any tenants
of the Mortgaged Property. The failure to make any such tenants parties defendant to any such
foreclosure proceeding and to foreclose their rights will not be asserted by Mortgagor as a defense
to any proceeding instituted by Mortgagee to collect the Indebtedness or to foreclose the lien of
this Mortgage.




          (d) Unless expressly provided otherwise, in the event that ownership of this Mortgage and
title to the Mortgaged Property or any estate therein shall become vested in the same Person, this
Mortgage shall not merge in such title but shall continue as a valid lien on the Mortgaged Property
for the amount secured hereby.




          20. Security Agreement under Uniform Commercial Code. (a) It is the intention of
the parties hereto that this Mortgage shall constitute a Security Agreement within the meaning of
the Uniform Commercial Code (the “Code”) of the State of [___]. If an Event of Default
shall occur under this Mortgage, then in addition to having any other right or remedy available at
law or in equity, Mortgagee shall have the option of either (i) proceeding under the Code and
exercising such rights and remedies as may be provided to a secured party by the Code with respect
to all or any portion of the Mortgaged Property which is personal property (including, without
limitation, taking possession of and selling such property) or (ii) treating such property as real
property and proceeding with respect to both the real and personal property constituting

13









 








the Mortgaged Property in accordance with Mortgagee’s rights, powers and remedies with respect
to the real property (in which event the default provisions of the Code shall not apply). If
Mortgagee shall elect to proceed under the Code, then five days’ notice of sale of the personal
property shall be deemed reasonable notice and the reasonable expenses of retaking, holding,
preparing for sale, selling and the like incurred by Mortgagee shall include, but not be limited
to, attorneys’ fees and legal expenses. At Mortgagee’s request, Mortgagor shall assemble the
personal property and make it available to Mortgagee at a place designated by Mortgagee which is
reasonably convenient to both parties.




          (b) Mortgagor and Mortgagee agree, to the extent permitted by law, that: (i) this Mortgage
upon recording or registration in the real estate records of the proper office shall constitute a
financing statement filed as a “fixture filing” within the meaning of the Code; (ii) Mortgagor is
the record owner of the Real Estate; and (iii) the addresses of Mortgagor and Mortgagee are as set
forth on the first page of this Mortgage.




          (c) Mortgagor, upon request by Mortgagee from time to time, shall execute, acknowledge and
deliver to Mortgagee one or more separate security agreements, in form reasonably satisfactory to
Mortgagee, covering all or any part of the Mortgaged Property and will further execute, acknowledge
and deliver, or cause to be executed, acknowledged and delivered, any financing statement,
affidavit, continuation statement or certificate or other document as Mortgagee may reasonably
request in order to perfect, preserve, maintain, continue or extend the security interest under and
the priority of this Mortgage and such security instrument. Mortgagor further agrees to pay to
Mortgagee on demand all costs and expenses incurred by Mortgagee in connection with the
preparation, execution, recording, filing and re-filing of any such document and all reasonable
costs and expenses of any record searches for financing statements Mortgagee shall reasonably
require. If Mortgagor shall fail to furnish any financing or continuation statement within 10 days
after request by Mortgagee, then pursuant to the provisions of the Code, Mortgagor hereby
authorizes Mortgagee, without the signature of Mortgagor, to execute and file any such financing
and continuation statements. The filing of any financing or continuation statements in the records
relating to personal property or chattels shall not be construed as in any way impairing the right
of Mortgagee to proceed against any personal property encumbered by this Mortgage as real property,
as set forth above.




          21. Assignment of Rents. Mortgagor hereby assigns to Mortgagee the Rents as further
security for the payment of the Indebtedness and performance of the Obligations, and Mortgagor
grants to Mortgagee the right to enter the Mortgaged Property for the purpose of collecting the
same and to let the Mortgaged Property or any part thereof, and to apply the Rents on account of
the Indebtedness. The foregoing assignment and grant is present and absolute and shall continue in
effect until the Indebtedness is paid in full, but Mortgagee hereby waives the right to enter the
Mortgaged Property for the purpose of collecting the Rents and Mortgagor shall be entitled to
collect, receive, use and retain the Rents until the occurrence of an Event of Default under this
Mortgage; such right of Mortgagor to collect, receive, use and retain the Rents may be revoked by
Mortgagee upon the occurrence of any Event of Default under this Mortgage by giving not less than
five days’ written notice of such revocation to Mortgagor. In the event such notice is given,
Mortgagor shall pay over to Mortgagee, or to any receiver appointed to collect the Rents, any lease
security deposits. Mortgagor shall not accept prepayments of installments

14









 








of Rent to become due for a period of more than one month in advance (except for security
deposits and estimated payments of percentage rent, if any).




          22. Trust Funds. All lease security deposits of the Real Estate shall be treated as
trust funds not to be commingled with any other funds of Mortgagor. Within 10 days after request
by Mortgagee, Mortgagor shall furnish Mortgagee satisfactory evidence of compliance with this
Section 22, together with a statement of all lease security deposits by lessees and copies of all
Leases not previously delivered to Mortgagee, which statement shall be certified by Mortgagor.




          23. Additional Rights. The holder of any subordinate lien on the Mortgaged Property
shall have no right to terminate any Lease whether or not such Lease is subordinate to this
Mortgage nor shall any holder of any subordinate lien join any tenant under any Lease in any action
to foreclose the lien or modify, interfere with, disturb or terminate the rights of any tenant
under any Lease. By recordation of this Mortgage all subordinate lienholders are subject to and
notified of this provision, and any action taken by any such lienholder contrary to this provision
shall be null and void. Upon the occurrence of any Event of Default, Mortgagee may, in its sole
discretion and without regard to the adequacy of its security under this Mortgage, apply all or any
part of any amounts on deposit with Mortgagee under this Mortgage against all or any part of the
Indebtedness. Any such application shall not be construed to cure or waive any Default or Event of
Default or invalidate any act taken by Mortgagee on account of such Default or Event of Default.




          24. Notices. All notices, requests, demands and other communications hereunder shall
be given in accordance with the provisions of Section 10.2 of the Credit Agreement to Mortgagor and
to Mortgagee as specified therein.




          25. No Oral Modification. This Mortgage may not be amended, supplemented or
otherwise modified except in accordance with the provisions of Section 10.1 of the Credit
Agreement. To the extent permitted by applicable law, any agreement made by Mortgagor and
Mortgagee after the date of this Mortgage relating to this Mortgage shall be superior to the rights
of the holder of any intervening or subordinate lien or encumbrance.




          26. Partial Invalidity. In the event any one or more of the provisions contained in
this Mortgage shall for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision hereof, but
each shall be construed as if such invalid, illegal or unenforceable provision had never been
included. Notwithstanding to the contrary anything contained in this Mortgage or in any provisions
of the Indebtedness or Loan Documents, the obligations of Mortgagor and of any other obligor under
the Indebtedness or Loan Documents shall be subject to the limitation that Mortgagee shall not
charge, take or receive, nor shall Mortgagor or any other obligor be obligated to pay to Mortgagee,
any amounts constituting interest in excess of the maximum rate permitted by law to be charged by
Mortgagee.




          27. Mortgagor’s Waiver of Rights. To the fullest extent permitted by law, Mortgagor
waives the benefit of all laws now existing or that may subsequently be enacted providing for (i)
any appraisement before sale of any portion of the Mortgaged Property, (ii) any

15









 








extension of the time for the enforcement of the collection of the Indebtedness or the
creation or extension of a period of redemption from any sale made in collecting such debt and
(iii) exemption of the Mortgaged Property from attachment, levy or sale under execution or
exemption from civil process. To the full extent Mortgagor may do so, Mortgagor agrees that
Mortgagor will not at any time insist upon, plead, claim or take the benefit or advantage of any
law now or hereafter in force providing for any appraisement, valuation, stay, exemption, extension
or redemption, or requiring foreclosure of this Mortgage before exercising any other remedy granted
hereunder and Mortgagor, for Mortgagor and its successors and assigns, and for any and all Persons
ever claiming any interest in the Mortgaged Property, to the extent permitted by law, hereby waives
and releases all rights of redemption, valuation, appraisement, stay of execution, notice of
election to mature or declare due the whole of the secured indebtedness and marshalling in the
event of foreclosure of the liens hereby created.




          28. Remedies Not Exclusive. Mortgagee shall be entitled to enforce payment of the
Indebtedness and performance of the Obligations and to exercise all rights and powers under this
Mortgage or under any of the other Loan Documents or other agreement or any laws now or hereafter
in force, notwithstanding some or all of the Indebtedness and Obligations may now or hereafter be
otherwise secured, whether by mortgage, security agreement, pledge, lien, assignment or otherwise.
Neither the acceptance of this Mortgage nor its enforcement, shall prejudice or in any manner
affect Mortgagee’s right to realize upon or enforce any other security now or hereafter held by
Mortgagee, it being agreed that Mortgagee shall be entitled to enforce this Mortgage and any other
security now or hereafter held by Mortgagee in such order and manner as Mortgagee may determine in
its absolute discretion. No remedy herein conferred upon or reserved to Mortgagee is intended to
be exclusive of any other remedy herein or by law provided or permitted, but each shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute. Every power or remedy given by any of the Loan
Documents to Mortgagee or to which it may otherwise be entitled, may be exercised, concurrently or
independently, from time to time and as often as may be deemed expedient by Mortgagee. In no event
shall Mortgagee, in the exercise of the remedies provided in this Mortgage (including, without
limitation, in connection with the assignment of Rents to Mortgagee, or the appointment of a
receiver and the entry of such receiver on to all or any part of the Mortgaged Property), be deemed
a “mortgagee in possession,” and Mortgagee shall not in any way be made liable for any act, either
of commission or omission, in connection with the exercise of such remedies.




          29. Multiple Security. If (a) the Premises shall consist of one or more parcels,
whether or not contiguous and whether or not located in the same county, or (b) in addition to this
Mortgage, Mortgagee shall now or hereafter hold one or more additional mortgages, liens, deeds of
trust or other security (directly or indirectly) for the Indebtedness upon other property in the
State in which the Premises are located (whether or not such property is owned by Mortgagor or by
others) or (c) both the circumstances described in clauses (a) and (b) shall be true, then to the
fullest extent permitted by law, Mortgagee may, at its election, commence or consolidate in a
single foreclosure action all foreclosure proceedings against all such collateral securing the
Indebtedness (including the Mortgaged Property), which action may be brought or consolidated in the
courts of any county in which any of such collateral is located. Mortgagor acknowledges that the
right to maintain a consolidated foreclosure action is a specific inducement to Mortgagee

16









 








to extend the Indebtedness, and Mortgagor expressly and irrevocably waives any objections to
the commencement or consolidation of the foreclosure proceedings in a single action and any
objections to the laying of venue or based on the grounds of forum non
conveniens which it may now or hereafter have. Mortgagor further agrees that if Mortgagee
shall be prosecuting one or more foreclosure or other proceedings against a portion of the
Mortgaged Property or against any collateral other than the Mortgaged Property, which collateral
directly or indirectly secures the Indebtedness, or if Mortgagee shall have obtained a judgment of
foreclosure and sale or similar judgment against such collateral, then, whether or not such
proceedings are being maintained or judgments were obtained in or outside the State in which the
Premises are located, Mortgagee may commence or continue foreclosure proceedings and exercise its
other remedies granted in this Mortgage against all or any part of the Mortgaged Property and
Mortgagor waives any objections to the commencement or continuation of a foreclosure of this
Mortgage or exercise of any other remedies hereunder based on such other proceedings or judgments,
and waives any right to seek to dismiss, stay, remove, transfer or consolidate either any action
under this Mortgage or such other proceedings on such basis. Neither the commencement nor
continuation of proceedings to foreclose this Mortgage nor the exercise of any other rights
hereunder nor the recovery of any judgment by Mortgagee in any such proceedings shall prejudice,
limit or preclude Mortgagee’s right to commence or continue one or more foreclosure or other
proceedings or obtain a judgment against any other collateral (either in or outside the State in
which the Premises are located) which directly or indirectly secures the Indebtedness, and
Mortgagor expressly waives any objections to the commencement of, continuation of, or entry of a
judgment in such other proceedings or exercise of any remedies in such proceedings based upon any
action or judgment connected to this Mortgage, and Mortgagor also waives any right to seek to
dismiss, stay, remove, transfer or consolidate either such other proceedings or any action under
this Mortgage on such basis. It is expressly understood and agreed that to the fullest extent
permitted by law, Mortgagee may, at its election, cause the sale of all collateral which is the
subject of a single foreclosure action at either a single sale or at multiple sales conducted
simultaneously and take such other measures as are appropriate in order to effect the agreement of
the parties to dispose of and administer all collateral securing the Indebtedness (directly or
indirectly) in the most economical and least time-consuming manner.




          30. Successors and Assigns. All covenants of Mortgagor contained in this Mortgage
are imposed solely and exclusively for the benefit of Mortgagee and its successors and assigns, and
no other person or entity shall have standing to require compliance with such covenants or be
deemed, under any circumstances, to be a beneficiary of such covenants, any or all of which may be
freely waived in whole or in part by Mortgagee at any time if in its sole discretion it deems such
waiver advisable. All such covenants of Mortgagor shall run with the land and bind Mortgagor, the
successors and assigns of Mortgagor (and each of them) and all subsequent owners, encumbrancers and
tenants of the Mortgaged Property, and shall inure to the benefit of Mortgagee, its successors and
assigns. The word “Mortgagor” shall be construed as if it read “Mortgagors” whenever the sense of
this Mortgage so requires and if there shall be more than one Mortgagor, the obligations of
Mortgagors shall be joint and several.




          31. No Waivers, etc. Any failure by Mortgagee to insist upon the strict performance
by Mortgagor of any of the terms and provisions of this Mortgage shall not be deemed to be a waiver
of any of the terms and provisions hereof, and Mortgagee,

17









 








notwithstanding any such failure, shall have the right thereafter to insist upon the strict
performance by Mortgagor of any and all of the terms and provisions of this Mortgage to be
performed by Mortgagor. Mortgagee may release, regardless of consideration and without the
necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged
Property, any part of the security held for the obligations secured by this Mortgage without, as to
the remainder of the security, in anywise impairing or affecting the lien of this Mortgage or the
priority of such lien over any subordinate lien.




          32. Governing Law, etc. This Mortgage shall be governed by and construed in
accordance with the laws of [___], except that Mortgagor expressly acknowledges that by its
terms the Credit Agreement and the Notes shall be governed and construed in accordance with the
laws of the State of New York, without regard to principles of conflict of law, and for purposes of
consistency, Mortgagor agrees that in any in personam proceeding related to this
Mortgage the rights of the parties to this Mortgage shall also be governed by and construed in
accordance with the laws of the State of New York governing contracts made and to be performed in
that State, without regard to principles of conflict of law.




          33. Certain Definitions. Unless the context clearly indicates a contrary intent or
unless otherwise specifically provided herein, words used in this Mortgage shall be used
interchangeably in singular or plural form and the word “Mortgagor” shall mean “each Mortgagor or
any subsequent owner or owners of the Mortgaged Property or any part thereof or interest therein,”
the word “Mortgagee” shall mean “Mortgagee or any successor agent for the Lenders,” the word
“Notes” or “Guarantee” shall mean the “Notes”, “Credit Agreement”, the “Guarantee”, the “Collateral
Agreement”, or any other evidence of indebtedness secured by this Mortgage, the word “person” shall
include any individual, corporation, partnership, trust, unincorporated association, government,
governmental authority, or other entity, and the words “Mortgaged Property” shall include any
portion of the Mortgaged Property or interest therein. Whenever the context may require, any
pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns and pronouns shall include the plural and vice versa. The captions in this
Mortgage are for convenience or reference only and in no way limit or amplify the provisions
hereof.




          [34. Maximum Secured Amount. With respect to this Mortgage on properties located in
[___], the maximum amount secured hereby is $___. Property located in [___] may be
released from this Mortgage upon payment of the above amount secured in [___]. The aggregate
maximum Indebtedness under the Credit Agreement is $[___].]

18









 









          This Mortgage has been duly executed by Mortgagor on the date first above written.




	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






CORPORATION




	 	 	 	 	 	 	 
	STATE OF NEW YORK

	 	 	)	 	 	 
	 

	 	 	:	 	 	ss.:
	COUNTY OF NEW YORK

	 	 	)	 	 	 






          BE IT REMEMBERED, that on this [___] day of ___, 200_, before me, the undersigned, a Notary
Public in and for the County and State aforesaid, came ___, ___of
Doane Pet Care Company, a corporation duly organized, incorporated and existing under and by virtue
of the laws of Delaware, who is personally known to me to be the same person who executed the above
and foregoing instrument of writing on behalf of said corporation, and such person duly
acknowledged the execution of the same to be the act and deed of said corporation.




          IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and
year last above written.




	 	 	 
	 

	 	 
	 

	 	Notary Public






[Notarial Stamp]




My Appointment Expires:




19









 





Schedule A




Description of the Premises




[Attach Legal Description of all parcels]





 









 








EXHIBIT E

TO

CREDIT AGREEMENT




[FORM OF ASSIGNMENT AND ASSUMPTION]




ASSIGNMENT AND ASSUMPTION



This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the
“Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified
below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including any letters of credit,
guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.




	 	 	 	 	 	 	 
	1.

	 	Assignor:
	 	 
	 	 
	 
	 	 	 	 	 	 
	2.

	 	Assignee:
	 	 
	 	 
	 	 	 	 	[and is an Affiliate/Approved Fund of [identify Lender]1]
	 
	 	 	 	 	 	 
	3.

	 	Borrower:
	 	Doane Pet Care Company	 	 








 




			
	1	 	Select as applicable.




 









 











	 	 	 	 	 
	4.

	 	Administrative Agent:
	 	Lehman Commercial Paper Inc., as the administrative agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement:
	 	Credit Agreement dated as of October 24, 2005 among Doane Pet Care Company, the Lenders parties
thereto, Lehman Commercial Paper Inc., as Administrative Agent, and the other agents parties
thereto.
	 
	 	 	 	 
	6.

	 	Assigned Interest:	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate	 	 	 	 	 	 	 	 
	 	 	Amount of	 	 	 	 	 	Percentage	 	 
	 	 	Commitment/Lo	 	Amount of	 	Assigned of	 	 
	Facility	 	ans for all	 	Commitment/Lo	 	Commitment/Lo	 	 
	Assigned2	 	Lenders3	 	ans Assigned3	 	ans4	 	CUSIP Number
	 

	 	 	$	 	 	 	$	 	 	 	%	 	 	 
	 

	 	 	$	 	 	 	$	 	 	 	%	 	 	 
	 

	 	 	$	 	 	 	$	 	 	 	%	 	 	 






	 	 	 
	[7. Trade Date:

	 	                    ]5






[Page break]






 




			
	2	 	Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. “Revolving Commitment,” “Term
Commitment,” etc.)
	 
	3	 	Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and
the Effective Date.
	 
	4	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	5	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.




2









 









Effective Date: ___, 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL
BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	 	ASSIGNOR
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	ASSIGNEE
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Title:






[Consented to and]6 Accepted:



LEHMAN COMMERCIAL PAPER INC., as




  Administrative Agent




	 	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	[Consented to:]7	 	 
	 
	 	 	 	 
	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 








 




			
	6	 	To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.
	 
	7	 	To be added only if the consent of the
Borrower and/or other parties (e.g. Swingline Lender, L/C Issuer) is required
by the terms of the Credit Agreement.




3









 










ANNEX 1 to Assignment and Assumption




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.1(c) or 6.1 thereof, as applicable, and
such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on
the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the
Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms
of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it
will, independently and without reliance on the Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
and (ii) it will perform in accordance with their terms all of the obligations that by the terms of
the Loan Documents are required to be performed by it as a Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective
Date and to the Assignee for amounts that have accrued from and after the Effective Date.




 









 








          3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of New York.





2










 






EXHIBIT F

TO

CREDIT AGREEMENT




[FORM OF OPINION OF COUNSEL FOR THE LOAN PARTIES]




Lehman Commercial Paper Inc., as Administrative Agent




745 Seventh Avenue




New York, NY 10019




and




each of the Lenders party to the Credit Agreement




	 	 	 
	Re:

	 	Credit Agreement (“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”), as borrower,
the lenders now or hereafter signatory thereto (individually, a “Lender” and
collectively, the “Lenders”), and Lehman Commercial Paper Inc., as
administrative agent for the Lenders (the “Administrative Agent”) and
collateral agent for the Secured Parties (the “Collateral Agent”).






Ladies and Gentlemen:




     We have acted as special counsel for Holdings, the Borrower and the other Persons listed on
Annex I (Holdings, the Borrower and such Persons collectively being the “Loan Parties”) and
Wilchester Investments Limited (“WIL”), in connection with the execution and delivery of
the Credit Agreement. This opinion is being furnished to you pursuant to Section 5.1(h) of the
Credit Agreement. All capitalized terms not defined herein, in Annex I or Annex II shall have the
same meanings assigned to them in the Credit Agreement.



     In connection with the opinions set forth herein, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the documents listed on Annex II (the
“Loan Documents”). In rendering the opinions set forth herein, with respect to factual
matters, we have relied upon, and assumed the accuracy of statements made in, certificates of
officers of the Loan Parties, certificates or telegrams of public officials and such other



 









 




documents, records and information as we have deemed necessary or appropriate. We have
assumed that all signatures are genuine; that all documents submitted to us as originals are
authentic; that all documents submitted to us as copies conform to the originals; and that the
facts stated in all such documents are true and correct. In rendering this opinion, we have not
made any independent investigation as to accuracy or completeness of any facts or representations,
warranties, data or other information, whether written or oral, that may have been made by or on
behalf of the parties, except as specifically set forth herein.




     Based upon the foregoing, and subject to the qualifications set forth herein, it is our
opinion that:



     1. Each of the Borrower, Holdings, Doane Management Corp. and DPC Investment Corp. is a
corporation duly incorporated, validly existing and in good standing under the laws of the State of
Delaware. Doane/Windy Hill Joint Venture L.L.C. is a limited liability company duly formed and
validly existing and in good standing under the laws of the State of Texas.



     2. Each of the Loan Parties has taken all necessary corporate or limited liability company
action to authorize the execution and delivery of, and performance of its obligations (including
the granting of Liens) under, each of the Loan Documents to which it is a party. Such execution,
delivery and performance of its obligations under the Loan Documents to which it is a party will
not (i) result in a violation of such Loan Party’s Certificate of Incorporation, By-laws or limited
liability company agreement, as applicable, or Stockholders Agreements or, assuming that proceeds
of Loans will be used in accordance with the terms of the Credit Agreement, any Applicable Law (as
defined herein), (ii) result in a violation of or constitute a breach or default under any material
agreement shown on Schedule I of Annex III attached hereto (“Material Agreement”) or
instrument or any material judicial or regulatory order binding upon it, or (iii) result in the
creation or imposition of any Lien on any of its properties pursuant to any such Material
Agreement, instrument or judicial or regulatory order. Each of the Loan Documents to which any
Loan Party is a party (other than Notes issued after the date hereof) has been duly authorized,
executed and delivered by each Loan Party, respectively. The execution, delivery and performance
by WIL of its obligations under the Loan Documents to which it is a party will not result in a
violation of any Applicable Law.



     As used in this opinion, the term “Applicable Law” means the General Corporation Law
of the State of Delaware, the Limited Liability Company Act of the State of Texas and those laws,
rules and regulations of the State of New York and of the United States which, in our experience,
exercising customary professional diligence, are normally applicable to transactions of the type
provided for in the Loan Documents The term “Applicable Law”



 









 




does not include, and we express no opinion with regard to (a) any New York or federal law,
rule or regulation relating to (i) pollution or protection of the environment, (ii) zoning, land
use, building or construction, or (iii) labor, employee rights and benefits, or occupational safety
and health, (b) antitrust laws, (c) tax laws, rules and regulations or (d) state or federal
securities laws other than as specifically referred to in paragraphs 6 and 7.




     3. Each of the Loan Documents constitutes, and each other Note when duly executed and
delivered for value will constitute, the legal, valid and binding obligation of each Loan Party
which is a party thereto, enforceable (other than the Mortgages) against such Person in accordance
with its terms. The Guarantee and Collateral Agreement constitutes the legal, valid and binding
obligation of WIL, enforceable against WIL in accordance with its terms.



     4. No authorization, consent, approval, license or exemption of, or filing or registration
with, any Governmental Authority of the United States or the State of New York or any Governmental
Authority of the State of Delaware in connection with any application of the General Corporation
Law of the State of Delaware or any Governmental Authority of the State of Texas in connection with
any application of the Limited Liability Company Act of the State of Texas is necessary for either
the due execution and delivery by any Loan Party or WIL of the Loan Documents to which it is a
party or the payment by any Loan Party of the Loans or any other amounts payable under the Loan
Documents.



     5. There are, to the best of our knowledge, no actions, suits or proceedings pending or
threatened against any Loan Party or their properties which involves the possibility of any
judgment or liability against such Loan Party which could reasonably be expected to affect the
validity or enforceability of any material provision of any Loan Document.



     6. No Loan Party is an “investment company” within the meaning of the Investment Company Act
of 1940, as amended.



     7. No Loan Party is a “holding company” within the meaning of Public Utility Holding Company
Act of 1935, as amended.



     8. The Guarantee and Collateral Agreement creates in favor of the Collateral Agent for the
benefit of the Lenders a security interest in the Collateral in which a security interest may be
created under Article 9 of the Uniform Commercial Code of the State of New York (the “New York
UCC”) as in effect in the State of New York on the date hereof (the “Article 9
Collateral”) to secure the Obligations.



 









 





     9. With respect to all stock certificates for the certificated Pledged Stock (as defined in
the Guarantee and Collateral Agreement) listed on Schedule 2 to the Guarantee and Collateral
Agreement, upon the Collateral Agent taking possession in the State of New York of such Pledged
Stock accompanied by relevant stock powers, the security interest of the Collateral Agent for the
benefit of the Lenders is perfected by “control” (within the meaning of Section 8-106 of the New
York UCC). Assuming neither the Collateral Agent nor any Lender has notice of any adverse claim
(within the meaning of Section 8-105 of the New York UCC) to the Pledged Stock, the Collateral
Agent will acquire the security interest in the Pledged Stock free of any adverse claim in
accordance with Section 8-303 of the New York UCC.



     10. Assuming delivery in New York to, and continued possession in New York by, the Collateral
Agent of all Pledged Notes (as defined in the Guarantee and Collateral Agreement) listed on
Schedule 2 to the Guarantee and Collateral Agreement, the execution and delivery of the Guarantee
and Collateral Agreement and each such Pledged Note, creates a valid and perfected security
interest in the Pledged Notes pledged under the Guarantee and Collateral Agreement as security for
the Obligations.



     11. Upon the filing of the Financing Statements in the Office of the Secretary of State of
Delaware for the Borrower, Holdings, Doane Management Corp. and DPC Investment Corp. and in the
Office of the Secretary of State of Texas for Doane/Windy Hill Joint Venture L.L.C., the Collateral
Agent will have a perfected security interest for the ratable benefit of the Lenders in that
portion of the of the Article 9 Collateral subject thereto, to the extent adequately described in
the Guarantee and Collateral Agreement and the Financing Statements and to the extent perfection
under the Uniform Commercial Code of the State of Delaware (the “Delaware UCC”) for the
Delaware entities and under the Uniform Commercial Code of the State of Texas (the “Texas
UCC”) for the Texas entity may occur by the filing of financing statements in the Office of the
Secretary of State of Delaware or Texas, as the case may be.



     12. The Financing Statements are in appropriate form for filing in the Offices of the
Secretaries of State of Delaware and Texas, as the case may be.



     The foregoing opinions are subject to the following additional assumptions and qualifications:




     a. The opinions expressed above are qualified in that we express no opinion as to: (i)
the availability of equitable remedies, including but not limited to specific performance;
(ii) the enforceability of any foreclosure or other rights and remedies which are not
specified in the New York UCC or other applicable law or which are not permitted by or are
inconsistent with the New York UCC or other



 









 






applicable law; (iii) provisions affecting rights to notices and relating to waivers
by any Loan Party or WIL or precluding a Loan Party, WIL or an account debtor under an
assigned account from asserting certain claims or defenses or from obtaining certain rights
and remedies; (iv) provisions relating to delay or omission of enforcement of, or
restriction of access to rights or remedies, severability, marshaling of assets, set-offs,
indemnities, exculpation clauses, rights of third parties, prohibitions against the
transfer, alienation or hypothecation of property, transfer of rights by foreclosure,
provisions providing for non-judicial foreclosure to the extent limited by the “due
process” clause of the Constitution of the United States or the State of New York (other
than as provided under Chapter 9 of the New York UCC), transferability of properties which
are by their nature nontransferable or sales in inverse order of alienation; (v) provisions
purporting to establish evidentiary standards for suits or proceedings to enforce the Loan
Documents; (vi) provisions permitting acceleration of future amounts due , except when done
in direct compliance with all provisions of applicable law; (vii) provisions granting to
the Collateral Agent or any other Person the proceeds of insurance except on policies in
full force with loss payable clauses payable to such Person; (viii) the enforceability of
provisions that attempt to appoint any Agent, any Lender or others as any Loan Party’s or
WIL’s proxy or attorney-in-fact or ratify acts prior to such action being taken or require
any Person to cause a holder of its equity interests to take or refrain from taking a
particular action; (ix) the enforceability of provisions purporting to waive or not give
effect to rights to notices, objections, demands, legal defenses or other rights or
benefits that cannot be waived or rendered ineffective under applicable law, including
without limitation, the waiver or variance of any rights and duties set forth in Section
9-602 of the Delaware UCC or the New York UCC, and provisions that decisions by a party are
conclusive or which obligate the Loan Parties or WIL to take actions, the taking of which
is discretionary with or subject to the approval of another or which is otherwise subject
to a contingency, the fulfilment of which is not within the control of the Loan Parties or
WIL; (x) the enforceability of provisions relating to subrogation, contribution, delays or
restrictions on access to legal or equitable remedies or evidentiary presumptions; (xi) the
enforceability of provisions attempting to establish jurisdiction or proper venue for the
filing and maintenance of any claim, suit or action with respect to the Loan Documents or
the waiver of the right to trial by jury; and (xii) provisions that prohibit oral
amendments to waivers of provisions of the Loan Documents. In addition, except as
otherwise provided herein, nothing herein should be construed to express an opinion as to
(1) the perfection of any Lien created by any of the Loan Documents other than as set forth
in paragraphs 9, 10 and 11; (2) the priority of any Lien; and (3) title to or ownership of
any property. Finally, except for paragraphs 9, 10, and 11, we express no opinion with
respect to the perfection of any security interest to the extent that, pursuant to



 









 







Sections 1-301 and 9-301 of the New Yew UCC, the laws of a jurisdiction other than the
State of New York, the Texas UCC or the Delaware UCC govern with respect to the perfection
and nonperfection of security interests and the effect thereof.




     b. The opinions expressed above are expressly given subject to the effect of
applicable bankruptcy, arrangement, fraudulent transfer, insolvency, moratorium,
reorganization or other laws of general application relating to or affecting the
enforcement of creditors’ rights, and to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law), including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing.
As such, a court applying such principles of equity, among other things, might not allow
the declaration of an Event of Default based upon an event deemed to be immaterial or might
not require a Loan Party or WIL to perform certain covenants.




     c. As to the opinions expressed in paragraph 1, we have relied solely upon
certificates issued by the Secretary of State of the State of Delaware, the Office of
Comptroller of the State of Texas and the Texas Secretary of State.




     d. As to the opinions expressed in paragraph 2, our opinion is limited to the
agreements, instruments and judicial or regulatory orders that an officer of Holdings has
identified to us as material in an officer’s certificate, a copy of which is attached
hereto as Annex III. As to the opinions expressed in paragraph 5, 6 and 7, we have
rendered our opinion in reliance upon factual statements, which we have assumed to be true,
certified to us by an officer of the Borrower in such officer’s certificate.




     e. As to the opinions expressed in paragraphs 3, 8, 9, 10, and 11, each opinion is
subject to the following qualifications:




          (i) We express no opinion with respect to transactions or the creation, attachment,
perfection, non-perfection or the effect thereof of any security interest in collateral not
within the scope of Chapter 9 of the Delaware UCC, New York UCC or Texas UCC, including
without limitation, collateral that is subject to a foreign country or any governmental
unit of such foreign country, another statute of any state or governmental unit of such
state or a statute, regulation or treaty of the United States, including without limitation
accounts that are due from the United States or any State of the United States or any
agency or department of the United States or any state and are subject to the Federal
Assignment of Claims Act or similar state statutes.



 









 






          (ii) We note that in the case of proceeds, continuation of perfection of the security
interest is limited to the extent set forth by the applicable provisions of the Delaware
UCC, Texas UCC and the New York UCC, including without limitation, Section 9-315 of the
Delaware UCC and New York UCC and Section 9.315 of the Texas UCC. We also note that under
Section 9-320 of the Delaware UCC and New York UCC, and Section 9.320 of the Texas UCC
buyers in the ordinary course may take the collateral so purchased free of your security
interest.




          (iii) We note that continuation statements as required by Sections 9-316, 9-507 and
9-515 of the Delaware UCC and Sections 9.316, 9.507 and 9.515 of the Texas UCC must be
filed in order to maintain the effectiveness of the financing statements. With regard to
Sections 9-316 and 9-507 of the Delaware UCC and 9.316 and 9.507 of the Texas UCC, we call
to your attention that the perfection of the your security interests will be terminated as
to any collateral acquired by any Loan Party or WIL more than four months after it so
changes its location to a different jurisdiction or changes its name, identity or corporate
structure as to make its financing statement seriously misleading, unless new appropriate
financing statements are properly filed before the expiration of such four months.




          (iv) We express no opinion as to the creation, attachment, perfection, non-perfection
or the effect thereof of any security interest or the enforceability of the provisions of
the Loan Documents granting or pertaining to a Lien in patents, patent licenses, trademarks
or trademark licenses or any other intellectual property except to the extent Article 9 of
the New York UCC, the Texas UCC or the Delaware UCC may be applicable to the foregoing.




          (v) We express no opinion with regard to the perfection, non-perfection, the effect
thereof or the enforceability of (A) any agricultural lien, (B) any security interest in
any collateral subject to or covered by a certificate of title or registration, whether
local, national or international, or that constitutes consumer goods, equipment used in
farming operations, farm products, crops, deposit accounts, electronic chattel paper, or a
letter of credit or letter of credit right, (C) any security interest in collateral that is
or becomes a fixture or that is installed in or affixed to, or becomes either a fixture,
commingled goods or a part of a product or mass with goods which are not items of
collateral or that is in the possession of a bailee or the possession of a third party who
has not complied with Section 9-313 of the New York UCC or Delaware UCC and Section 9.313
of the Texas UCC, (D) any security interest in any collateral that is timber, timber to be
cut, as-extracted collateral and related accounts and general intangibles resulting from
the sale thereof, or (E) beneficial interests in a trust or a decedent’s estate and
policies of insurance.



 









 






          (vi) We note that in the case of property that becomes collateral after the date
hereof, Section 552 of the Federal Bankruptcy Code limits the extent to which property
acquired by a debtor after the commencement of a case under the Federal Bankruptcy Code may
be subject to a security interest arising from a security agreement entered into by the
debtor before the commencement of such case.




          (vii) We note that the security interests can attach only to such rights as the Person
who is the grantor of the security interest may have in the collateral. We have assumed in
each case that value has been given to each Loan Party and WIL, as appropriate, and that
each Loan Party and WIL, as appropriate, has rights in the collateral equivalent to those
upon which it has granted a security interest or otherwise has the power to transfer rights
in the collateral to a secured party, and no opinion is expressed or implied as to such
matters.




          (viii) We call to your attention that the perfection of the above security interests
will be terminated as to any Collateral acquired by the relevant Loan Party more than four
months after it so changes its name, identity or corporate structure as to make the
Financing Statements seriously misleading, unless new appropriate financing statements
indicating the new name, identity or corporate structure of such Loan Party or WIL are
properly filed before the expiration of such four months.




          (ix) In the case of negotiable documents, goods, instruments, money or tangible
chattel paper, we express no opinion as to the effect of perfection or nonperfection of a
non-possessory security interest in such collateral while located in a jurisdiction other
than the State of New York. We also note that in the case of money (other than
identifiable cash proceeds, in which case, Section 9-315 of the Delaware UCC and the New
York UCC apply), the security interests of the Collateral Agent and the Lenders therein
cannot be perfected by the filing of a financing statement, but will be perfected if
possession thereof is obtained in accordance with the applicable provisions of the New York
UCC.




          (x) We express no opinion of the ability of the Collateral Agent, any Lender or any
other Person to foreclose on, become the owner of, or validly transfer or assume, all of
the rights and duties of any Loan Party as a party to any contract or agreement under which
its rights, obligations, or duties are not freely assignable or transferable. We express
no opinion with regard to creation or perfection of security interests under the Loan
Documents in the case of goods which are subject of a lease from a Loan Party to a third
person which is intended as security and not a true lease.



 









 






     f. With respect to our opinion in paragraphs 3, 8, 9, 10, and 11, we note the
following:




          (i) The remedies under the Guarantee and Collateral Agreement to sell or offer for
sale any of the Pledged Securities referred to therein are subject to compliance with
applicable state and federal securities laws. In addition, the rights and remedies of the
Collateral Agent and the Lenders to take certain action set forth in the Guarantee and
Collateral Agreement may be limited if an executed stock power, having the share
certificates being pledged, is not received or otherwise subject to limitations imposed by
the Limited Liability Company Act of the State of Texas.




          (ii) Voting rights granted to the Collateral Agent pertaining to any Loan Party or WIL
are subject to its receipt of valid, unrevoked proxies or the proper registration of the
Pledged Shares in the name of the Collateral Agent; and the rights in the Pledged Shares
will be subject to legended restrictions, if any, set forth on the certificates evidencing
the Pledged Shares. We express no opinion with respect to the enforceability of the voting
rights conveyed in favor of the Collateral Agent pertaining to any Loan Party not organized
under the laws of the State of Delaware or with respect to any partnership or limited
liability company interests.




          (iii) We express no opinion with respect to the transfer or registration requirements
of the laws of the jurisdiction of the Kingdom of Denmark (or any other jurisdiction
specified by Doane Pet Care (Europe) ApS if permitted by the laws of the Kingdom of
Denmark) pursuant to which we understand that Doane Pet Care (Europe) ApS is organized. As
such, we note that the rights and remedies afforded the Lender Group under the Guarantee
and Collateral Agreement relating to the securities issued by Doane Pet Care (Europe) ApS
and the rights and duties of such Person with respect to (A) registration of transfer, (B)
the effectiveness of registration of transfer, (C) duties of Doane Pet Care (Europe) ApS to
adverse claimants and (D) the assertion of adverse claims, in each case, may be limited by
the laws of the Kingdom of Denmark (or any other jurisdiction specified by Doane Pet Care
(Europe) ApS if permitted by the laws of the Kingdom of Denmark). We also express no
opinion as to the method or methods for perfection of a security interest in uncertificated
securities, or the priority afforded such security interest, under the laws of the Kingdom
of Denmark (or any other jurisdiction specified by Doane Pet Care (Europe) ApS if permitted
by the laws of the Kingdom of Denmark) or the effect of perfection or non-perfection under
the laws of the Kingdom of Denmark (or any other jurisdiction specified by Doane Pet Care
(Europe) ApS if permitted by the laws of the Kingdom of Denmark).



 









 






     g. We express no opinion as to the sufficiency of any collateral to the extent not
described by category as set forth in Section 9 of the New York UCC.




     h. In rendering the opinions set forth in paragraph 3, we have assumed, with your
permission and without investigation, that no Loan Party nor any affiliate of any Loan
Party has paid or agreed to pay to the Administrative Agent, the Collateral Agent or any
Lender, or any of their respective affiliates, any interest, fees, or other compensation
which constitutes interest under applicable law, except as expressly provided in the Loan
Documents.




     i. We have assumed that all signatures are genuine; that all documents submitted to us
as originals are authentic; that all documents submitted to us as copies conform to the
originals; and that the facts stated in all such documents are true and correct. In
rendering this opinion, we have not made any independent investigation as to accuracy or
completeness of any facts or representations, warranties, data or other information,
whether written or oral, that may have been made by or on behalf of the parties, except as
specifically set forth herein. In that connection, and including, without limitation,
paragraph 5, we have made no review of the files of any Loan Party whether in the
possession of such Loan Party or the possession of any other party. In addition, we have
made no investigation or review of any agreements, instruments, judgments, decrees,
franchises, permits, rules or other regulations or decrees by which any Loan Party may be
bound which were not identified in the officer’s certificate referred to in qualification
(d) and have made no independent search through the records of any governmental authority
or any other Person as to the existence of any actions, suits, investigations or
proceedings, if any, pending or threatened against any Loan Party. Finally, our knowledge
as to any factual matter in connection with this opinion is limited to the current actual
knowledge of the lawyers in our firm who have participated in the negotiation and
preparation of this opinion, and does not include constructive inquiry or imputed
knowledge.




     j. We have assumed the due organization and existence of each party to the Loan
Documents (other than the Loan Parties). We have also assumed the corporate power and
authority of each party to the Loan Documents (other than the Loan Parties) to execute and
deliver, and to consummate the transactions contemplated by, the Loan Documents to which it
is a party and the due authorization, execution and delivery of the Loan Documents by each
party (other than the Loan Parties) to the Loan Documents. Finally, we have assumed that
the Loan Documents constitute the legal, valid and binding obligations of each party to the
Loan Documents (other than the Loan Parties and WIL) and are enforceable against such
parties in accordance with their terms. We also express no opinion as to



 









 






(i) the various state and federal laws regulating Lenders or the conduct of their
business that may relate to the transactions contemplated by the Loan Documents, (ii)
whether the credit facilities contemplated in the Credit Agreement comply with any
statutory, regulatory or other debt limits applicable to any Lender or comply with any
other statutes, laws, rules or regulations which prescribe permissible and lawful
investments for any Lender (either as to type, amount, percentage of total investments or
otherwise) and (iii) the effect of the law of any jurisdiction other than the State of New
York wherein any Lender may be located or where an enforcement of the Loan Documents may be
sought which limits rates of interest legally chargeable or collectible.



     The opinions rendered herein are for the sole benefit of, and may only be relied upon by, the
Administrative Agent, the Collateral Agent and the Lenders (and permitted assigns and participants
as provided in the Credit Agreement) and their respective counsel; and the opinions herein
expressed are not to be used, circulated or otherwise referred to in connection with any
transaction other than those contemplated by the Loan Documents. This opinion is specifically
limited to the presently effective laws of the State of New York and the United States of America,
the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the
State of Texas, the Texas UCC and the Delaware UCC (but only for the limited purposes of our
opinions in paragraph 11 as to the perfection of the security interest in the collateral under the
Delaware UCC, as to which we have relied solely and without independent investigation upon publicly
available compilations of the Uniform Commercial Code adopted by the State of Delaware as set forth
on West Law Electronic Data System, as updated through the date hereof). We have assumed that all
information contained therein as to perfection, non-perfection and the effect thereof, filing
locations, and the creation and enforceability of security interests in collateral covered by the
Delaware UCC, is correct and complete. We do not purport to be experts in the laws of the State of
Delaware, and with your permission, we have not reviewed any judicial decisions of courts sitting
in the State of Delaware. We have not been asked to, and we do not, render any opinion as to any
matter except as specifically set forth herein.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	VINSON & ELKINS L.L.P.






 









 






Annex I




Subsidiary Guarantors




DPC Investment Corp., a Delaware corporation




Doane Management Corp., a Delaware corporation




Doane/Windy Hill Joint Venture L.L.C., a Texas limited liability company




Annex I





 









 








Annex II




Loan Documents





	1)	 	Credit Agreement;
	 
	2)	 	[Notes];
	 
	3)	 	Guarantee and Collateral Agreement;
	 
	4)	 	UCC Financing Statements in connection with item 3 (the “Financing Statements”);
	 
	5)	 	Stock Powers executed in connection with item 3 for the Borrower, Doane Management Corp. and
DPC Investment Corp.;
	 
	6)	 	Trademark Security Agreement; and
	 
	7)	 	Mortgages executed and delivered on the Closing Date in respect of the Properties identified in
Schedule 5.1(k)(i).





Annex II




 









 








Annex III




Form of




OFFICER’S CERTIFICATE OF




Doane Pet Care Enterprises, Inc.




	 	 	 
	Re:

	 	Credit Agreement (“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”), as borrower, the lenders now or hereafter signatory thereto
(individually, a “Lender” and collectively, the “Lenders”), and Lehman Commercial Paper, as
administrative agent for the Lenders (the “Administrative Agent”) and collateral agent for the
Secured Parties (the “Collateral Agent”).






     This Certificate is being delivered in connection with the Credit Agreement, with all
capitalized terms not defined herein or on the Schedule hereto having the meaning set forth in the
Credit Agreement.



     The undersigned, who is Vice President of Holdings hereby certifies that he has carefully
reviewed the contents of this Certificate and, in connection herewith, has made or caused to be
made such investigation and inquiries as he deems necessary and prudent with respect to the
certifications herein made. Based upon the foregoing, the undersigned has concluded and represents
on behalf of Holdings and its Subsidiaries that:


1. The documents listed in Schedule 1 include all of the material judicial and regulatory orders
and material indentures, loan or credit agreements, receivables sale or financing agreements, lease
financing agreements, capital leases, mortgages, security agreements, bonds and notes (except for
any bonds and notes issued pursuant to the aforesaid indentures and loan and credit agreements),
and guaranties of any such obligations, to which Holdings or any of its Subsidiaries is a party or
by which Holdings or any of its Subsidiaries is bound other than the Loan Documents.




Annex III






 









 







2. Neither Holdings nor any of its Subsidiaries is (a) in default in any material respect, no event
has occurred which, with notice or lapse of time or both, would constitute such a default, in the
due performance or observance of any term, covenant or condition contained in any agreement or
instrument described in Schedule 1 or (b) in violation in any material respect of any law,
ordinance, governmental rule, regulation or court decree to which it or its property or assets may
be subject.



3. The execution, delivery and performance by Holdings and each of its Subsidiaries of the Loan
Documents to which it is a party will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of Holdings or any of its
Subsidiaries pursuant to any order, agreement or instrument set forth on Schedule 1 to which either
Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is
bound or to which any of the property or assets of Holdings or any of its Subsidiaries is subject,
nor will such actions result in any violation of the provisions of the charter or by-laws or other
constituent documents of either Holdings or any of its Subsidiaries and the aggregate principal
amount (less any original issue discount) of the Senior Subordinated Notes is equal to or less than
the sum of (a) the aggregate accreted value or aggregate principal amount, as applicable, of the
$150,000,000 9-3/4% Senior Subordinated Notes due 2007 (the “1998 Notes”) plus (b) without
duplication, any additional indebtedness incurred to pay interest or premiums required by the
instruments governing the 1998 Notes and fees, underwriting discounts, commissions and other
expenses incurred in connection with the issuance of the Senior Subordinated Notes and the
repayment of the 1998 Notes.



4. There is no action, suit or proceeding pending or threatened against Holdings or any of its
Subsidiaries, before any court or arbitrator or any governmental body, agency or official which in
any manner draws into question the validity of any Loan Document. There is no action, suit or
proceeding pending or, to my knowledge, threatened against Holdings or any of its Subsidiaries
before any court or arbitrator or governmental body, agency or official, in which there is a
reasonable possibility of an adverse decision, that could materially and adversely affect the
consolidated financial position or consolidated results of operations of Holdings and its
Subsidiaries taken as a whole.



5. There are no orders, writs, judgments, awards, injunctions or decrees which affect or purport to
affect Holdings’s or any Subsidiary’s right to execute, deliver and perform any Loan Document to
which it is a party, to borrow money thereunder or to issue the Notes.



6. Neither Holdings nor any of its Subsidiaries is an “investment company” as such terms are
defined on Schedule 2.




Annex
III - 2





 









 







7. Except as set forth below, Holdings and its Subsidiaries are not subject to regulation as, or
are exempt from regulation as (a) a “holding company,” (b) a “subsidiary company” of a “holding
company,” (c) an “affiliate” of a “holding company,” (d) an “affiliate” of a “subsidiary company”
of a “holding company,” or (e) a “public utility company”, as such terms are defined in Schedule 3.



8. No part of the proceeds of any loan or advance is to be used for purposes of purchasing or
carrying margin stock (within the meaning of Regulation U issued by the Federal Reserve Board).



9. Neither Holdings nor any of its Subsidiaries has taken any action looking toward the dissolution
of itself.




     It is understood that Vinson & Elkins L.L.P. is relying on the truth and accuracy of the
statements contained herein for the purposes of rendering certain opinions in connection with the
transactions contemplated by the Credit Agreement. The undersigned represents the foregoing to be
true and correct on the date hereof.



     Dated: October 24, 2005.



	 	 	 	 	 	 	 
	 	 	Doane Pet Care Enterprises, Inc. 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Philip K. Woodlief
	 	 
	 

	 	 	 	Vice President and Chief
Financial Officer	 	 






Annex
III - 3






 









 








Schedule 1




Material Agreements





	1.	 	Indenture dated as of November 12, 1998 between Doane Pet Care Company, as issuer, and
Wilmington Trust Company, as trustee for the $150,000,000 9-3/4% Senior Subordinated Notes,
due 2007, as supplemented
	 
	2.	 	Indenture dated as of February 28, 2003 between Doane pet Care Company, as issuer, and
Wilmington Trust Company, as trustee for the $213,000,000 10-3/4% Senior Notes, due 2010, as
supplemented
	 
	3.	 	The Clinton IDB
	 
	4.	 	The Ottawa IDB
	 
	5.	 	Indenture dated as of October 24, 2005 made by and among Doane Pet Care Company as issuer,
and Wilmington Trust Company, as trustee for the Borrower’s $152,000,000 10-5/8% Senior
Subordinated Notes due 2015.





Schedule 1




 









 








Schedule 2




Defined Terms for Investment Company Act Purposes




     As used in paragraph 3 of the foregoing Officer’s Certificate, the following terms shall have
the following meanings:



     “company” means a corporation, a partnership, an association, a joint-stock company, a
trust, a fund, or any organized group of persons whether incorporated or not; or any receiver,
trustee in a case under title 11 of the United States Code or similar official or any liquidating
agent for any of the foregoing, in his capacity as such.



     “control” means the power to exercise a controlling influence over the management or
policies of a company, unless such power is solely the result of an official position with such
company. Any person who owns beneficially, either directly or through one or more controlled
companies, more than 25 per centum of the voting securities of a company shall be presumed to
control such company.



     “face-amount certificate” means any certificate, investment contract, or other
security which represents an obligation on the part of its issuer to pay a stated or determinable
sum or sums at a fixed or determinable date or dates more than twenty-four months after the date of
issuance, in consideration of the payment of periodic installments of a stated or determinable
amount (which security shall be known as a face-amount certificate of the “installment type”); or
any security which represents a similar obligation on the part of a face-amount certificate
company, the consideration for which is the payment of a single lump sum (which security shall be
known as a “fully paid” face-amount certificate).



     “government security” means any security issued or guaranteed as to principal or
interest by the United States, or by a person controlled or supervised by and acting as an
instrumentality of the Government of the United States pursuant to authority granted by the
Congress of the United States; or any certificate of deposit for any of the foregoing.



     “investment company” means any issuer which (a) is or holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or
trading in securities; (b) is engaged or proposes to engage in the business of issuing face-amount
certificates of the installment type, or has been engaged in such business and has any such
certificate outstanding; or (c) is engaged or proposes to engage in the business of investing,
reinvesting, owning, holding or trading in securities, or owns or proposes to acquire investment
securities having a value exceeding 40 per centum of the value of such issuer’s total assets
(exclusive of government securities and cash items) on an unconsolidated basis.



Schedule 2





 









 








     “investment securities” means all securities except (a) government securities, (b)
securities issued by employees’ security companies, and (c) securities issued by majority-owned
subsidiaries of the owner which are not investment companies.



     “issuer” means every person who issues or proposes to issue any security, or has
outstanding any security that it has issued.



     “person” means a natural person or a company.



     “security” means any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing agreement,
collateral-trust certificate, pre-organization certificate or subscription, transferable share,
investment contract, voting-trust certificate, certificate of deposit for a security, fractional
undivided interest in oil, gas or other mineral rights, any put, call, straddle, option or
privilege on any security (including a certificate of deposit) or on any group or index of
securities (including any interest therein or based on the value thereof), or any put, call,
straddle, option or privilege entered into on a national securities exchange relating to a foreign
currency or, in general, any interest or instrument commonly known as a “security” or any
certificate of interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe or purchase, any of the foregoing.



Schedule 2





 









 








Schedule 3




Defined Terms for PUHCA Purposes




     As used in paragraph 5 of the foregoing Officer’s Certificate, the following terms shall have
the following meanings:



     “affiliate” of a specified company means (A) any person that directly or indirectly
owns, controls, or holds with power to vote, 5 per centum or more of the outstanding voting
securities of such specified company; (B) any company 5 per centum or more of whose outstanding
voting securities are owned, controlled, or held with power to vote, directly or indirectly, by
such specified company; (C) any individual who is an officer or director of such specified company,
or of any company which is an affiliate thereof under clause (A) of this paragraph; and (D) any
person or class of persons that the Commission determines after appropriate notice and opportunity
for hearing, to stand in such relation to such specified company that there is liable to be such an
absence of arm’s-length bargaining in transactions between them as to make it necessary or
appropriate in the public interest or for the protection of investors or consumers that such person
be subject to the obligations, duties, and liabilities imposed in PUHCA upon affiliates of a
company.



     “Commission” means the Securities and Exchange Commission.



     “company” means a corporation, a partnership, an association, a joint-stock company, a
business trust, or an organized group of persons, whether incorporated or not; or any receiver,
trustee, or other liquidating agent of any of the foregoing in his capacity as such.



     “electric utility company” means any company which owns or operates facilities used
for the generation, transmission, or distribution of electric energy for sale, other than sale to
tenants or employees of the company operating such facilities for their own use and not for resale.



     “gas utility company” means any company which owns or operates facilities used for the
distribution at retail (other than distribution only in enclosed portable containers, or
distribution to tenants or employees of the company operating such facilities for their own use and
not for resale) of natural or manufactured gas for heat, light, or power.



     “holding company” means (A) any company which directly or indirectly owns, controls,
or holds with power to vote, 10 per centum or more of the outstanding voting securities of a
public-utility company or of a company which is a holding company described in this clause (A) or
clause (B), unless the Commission by order declares such company not to be a holding company; and
(B) any person which the Commission determines, after notice and opportunity for hearing, directly
or indirectly to exercise (either alone or pursuant to an arrangement or understanding with one or
more other persons) such a controlling influence over the management



 









 




or policies of any public-utility or holding company as to make it necessary or appropriate in
the public interest or for the protection of investors or consumers that such person be subject to
the obligations, duties, and liabilities, imposed in PUHCA upon holding companies.




     “person” means an individual or company.



     “public-utility company” means an electric utility company or a gas utility company.



     “PUHCA” means the Public Utility Holding Company Act of 1935, as amended.



     “security” means any note, draft, stock, treasury stock, bond, debenture, certificate
of interest or participation in any profit-sharing agreement or in any oil, gas, other mineral
royalty or lease, any collateral-trust certificate, preorganization certificate or subscription,
transferable share, investment contract, voting-trust certificate, certificate of deposit for a
security, receiver’s or trustee’s certificate, or, in general, any instrument commonly known as a
“security”; or any certificate of interest or participation in, temporary or interim certificate
for, receipt for, guaranty of, assumption of liability on, or warrant or right to subscribe to or
purchase, any of the foregoing.



     “subsidiary company” of a specified holding company means (A) any company 10 per
centum or more of the outstanding voting securities of which are directly or indirectly owned,
controlled, or held with power to vote, by such holding company (or by a company, that is a
subsidiary company of such holding company described in this clause (A) or clause (B)), unless the
Commission by order declares such company not to be a subsidiary company of such holding company;
and (B) any person the management or policies of which the Commission, after notice and opportunity
for hearing, determines to be subject to a controlling influence, directly or indirectly, by such
holding company (either alone or pursuant to an arrangement or understanding (either alone or
pursuant to an arrangement or understanding with one or more other persons) so as to make it
necessary or appropriate in the public interest or for the protection of investors of consumers
that such person be subject to the obligations, duties, and liabilities imposed in PUHCA upon
subsidiary companies of holding companies.



2









 





EXHIBIT G

TO

CREDIT AGREEMENT




[FORM OF FINANCIAL CONDITION CERTIFICATE]



THE UNDERSIGNED, IN HIS CAPACITIES AS CHIEF FINANCIAL OFFICER OF THE BORROWER AND HOLDINGS AND NOT
IN HIS INDIVIDUAL CAPACITY, HEREBY CERTIFIES AS FOLLOWS:



1. I am the chief financial officer of DOANE PET CARE COMPANY (the “Borrower”) and DOANE
PET CARE ENTERPRISES, INC. (“Holdings”).



2. Reference is made to that certain Credit Agreement dated as of October 24, 2005 (as further
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, Holdings, as a Guarantor, the Lenders party thereto
from time to time and Lehman Commercial Paper, Inc. (“LCPI”), as the Administrative Agent
and the Collateral Agent.



3. I have reviewed the terms of Sections 4 and 5 of the Credit Agreement and the definitions and
provisions contained in the Credit Agreement relating thereto, together with each of the Loan
Documents, and, in my opinion, have made, or have caused to be made under my supervision, such
examination or investigation as is necessary to enable me to express an informed opinion as to the
matters referred to herein.



4. Based upon my review and examination described in paragraph 3 above, I certify that as of the
date hereof, (i) each Loan Party is, and after giving effect to the incurrence of all Indebtedness
and obligations being incurred under the Credit Agreement will be and will continue to be, Solvent;
(ii) after giving effect to the incurrence of all Indebtedness and obligations being incurred under
the Credit Agreement and the repayment of loans under the Existing Credit Facility, the Borrower’s
Consolidated Senior Secured Debt Ratio on the Closing Date is not greater than 3.0:1; (iii) the
representations and warranties of the Borrower and Holdings set forth in Section 4 of the Credit
Agreement are true and correct on and as of the Closing Date; (iv) no Default or Event of Default
has occurred or is continuing on the Closing Date or after giving effect to the extensions of
credit requested to be made under the Credit Agreement on such date; (v) since January 1, 2005,
there has been no development or event that has had or could reasonably be expected to have a
Material Adverse Effect and (vi) the conditions precedent specified in Sections 5.1(d), 5.1(o)(i),
5.1(o)(ii) and 5.1(o)(iii) have been satisfied.



5. Each Loan Party has requested Vinson & Elkins L.L.P. to deliver to Agents and Lenders on the
Closing Date favorable written opinions setting forth substantially the matters in the opinions
designated in Exhibit F annexed to the Credit Agreement, and as to such other matters as the
Administrative Agent may reasonably request.



6. Attached hereto as Annex A are true, complete and correct copies of (a) the Pro Forma Balance
Sheet, (b) the audited consolidated balance sheets of the Borrower and its Subsidiaries as at
fiscal years ending 2002, 2003 and 2004 and the related consolidated statements of income

 









 








and of cash flows for such fiscal years ended on such date and, reported on by and accompanied by
an unqualified report from KPMG LLP and (c) the business plan of the Borrower and its Subsidiaries
for the fiscal years 2005 through 2010 and for each fiscal quarter beginning with the fourth
quarter of 2005 through the forth fiscal quarter of 2007.



The foregoing certifications are made and delivered as of October 24, 2005.




	 	 	 	 	 
	 	DOANE PET CARE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Woodlief 	 
	 	 	Title:  	Vice President, Finance and Chief   Financial
Officer 	 
	 



	 	 	 	 	 
	 	DOANE PET CARE ENTERPRISES, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	Philip K. Woodlief 	 
	 	 	Title:  	Vice President and Chief Financial Officer 	 



 









 






	 	 	 	 	 



ANNEX A




Pro Forma Balance Sheet, Audited Consolidated Balance Sheets and Business Plan




[on file with LCPI]





 









 








EXHIBIT H-1

TO

CREDIT AGREEMENT




[FORM OF DOLLAR TERM NOTE]




DOLLAR TERM NOTE




			
	$                                        
	 	New York, New York
	 
	 	                                        , 200_






          FOR VALUE RECEIVED, the undersigned, DOANE PET CARE COMPANY, a Delaware corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of ___(the
“Lender”) at the office of Lehman Commercial Paper Inc., located at 745 Seventh Avenue, New
York, NY 10019, in lawful money of the United States of America and in immediately available funds,
the principal amount of                                          DOLLARS ($___), or, if less, the unpaid principal
amount of the Term Loan made or continued by the Lender pursuant to Section 2.1 of the Credit
Agreement, as hereinafter defined. The principal amount shall be paid in the amounts and on the
dates specified in Section 2.3 of the Credit Agreement. The Borrower further agrees to pay
interest in like money at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in Sections 2.14 and 2.16 of the Credit
Agreement.




          The holder of this Term Note (this “Note”) is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto
and made a part hereof the date, Type and amount of the Term Loan and the date and amount of each
payment or prepayment of principal with respect thereto, each conversion of all or a portion
thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect the obligations of
the Borrower in respect of such Term Loan.




          This Note (a) is one of the Term Notes referred to in the Credit Agreement dated as of October
24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Doane Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks
and financial institutions from time to time parties thereto and Lehman Commercial Paper Inc., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject
to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This
Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the
Loan Documents for a description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of the holder of this
Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or
otherwise transferred in whole or in part only

 









 








by registration of such assignment or transfer of this Note and the Obligations evidenced
hereby in the Register.




          Upon the occurrence of any one or more of the Events of Default, all amounts then remaining
unpaid on this Note may become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.




          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




	 	 	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





2









 







Schedule A




to Dollar Term Note




LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	 	 	Amount of	 	ABR Loans	 	Unpaid	 	 
	 	 	 	 	Amount	 	Principal of	 	Converted to	 	Principal	 	Notation
	 	 	Amount of	 	Converted to	 	ABR Loans	 	Eurodollar	 	Balance of	 	Made
	Date	 	ABR Loans	 	ABR Loans	 	Repaid	 	Loans	 	ABR Loans	 	By
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule B

to Dollar Term Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOAN




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest	 	Amount of	 	Amount of	 	 	 	 
	 	 	 	 	Amount	 	Period and	 	Principal	 	Eurodollar	 	Unpaid	 	 
	 	 	 	 	Converted	 	LIBO Rate	 	of	 	Loans	 	Principal	 	 
	 	 	Amount of	 	to	 	with	 	Eurodollar	 	Converted	 	Balance of	 	Notation
	 	 	Eurodollar	 	Eurodollar	 	Respect	 	Loans	 	to ABR	 	Eurodollar	 	Made
	Date	 	Loans	 	Loans	 	Thereto	 	Repaid	 	Loans	 	Loans	 	By
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





 









 






EXHIBIT H-2

TO

CREDIT AGREEMENT




[FORM OF EURO TERM NOTE]




EURO TERM NOTE




			
	€                                        
	 	New York, New York
	 
	 	                    ,200_






          FOR VALUE RECEIVED, the undersigned, DOANE PET CARE COMPANY, a Delaware corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of ___(the
“Lender”) at the office of Lehman Commercial Paper Inc., located at 745 Seventh Avenue, New
York, NY 10019, in Euros and in immediately available funds, the principal amount of
                     EUROS (€___), or, if less, the unpaid principal amount of the Euro Term
Loan made or continued by the Lender pursuant to Section 2.1 of the Credit Agreement, as
hereinafter defined. The principal amount shall be paid in the amounts and on the dates specified
in Section 2.3 of the Credit Agreement. The Borrower further agrees to pay interest in like money
at such office on the unpaid principal amount hereof from time to time outstanding at the rates and
on the dates specified in Sections 2.14 and 2.16 of the Credit Agreement.




          The holder of this Euro Term Note (this “Note”) is authorized to endorse on the
schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof the date and amount of the Euro Term Loan and the date and amount of
each payment or prepayment of principal with respect thereto, each continuation of all or a portion
thereof as the same Type and the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not affect the obligations of
the Borrower in respect of such Euro Term Loan.




          This Note (a) is one of the Euro Term Notes referred to in the Credit Agreement dated as of
October 24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Doane Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks
and financial institutions from time to time parties thereto and Lehman Commercial Paper Inc., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject
to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This
Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the
Loan Documents for a description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of the holder of this
Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or
otherwise transferred in whole or in part only

 









 








by registration of such assignment or transfer of this Note and the Obligations evidenced
hereby in the Register.




          Upon the occurrence of any one or more of the Events of Default, all amounts then remaining
unpaid on this Note may become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.




          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.




          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.




	 	 	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 	 	 	 	 	 	 





2









 






Schedule A

to Euro Term Note




LOANS AND REPAYMENTS OF EURIBOR LOANS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 
	 	 	Amount of	 	Principal of	 	Unpaid Principal	 	 
	 	 	EURIBOR	 	EURIBOR Loans	 	Balance of	 	Notation
	Date	 	Loans	 	Repaid	 	EURIBOR Loans	 	Made By
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 






 









 






EXHIBIT H-3

TO

CREDIT AGREEMENT




[FORM OF REVOLVING NOTE]




REVOLVING NOTE




New York, New York

                    , 200_




     FOR VALUE RECEIVED, the undersigned, DOANE PET CARE COMPANY, a Delaware corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of                      (the
“Lender”) at the office of Lehman Commercial Paper Inc., located at 745 Seventh Avenue, New
York, NY 10019, in the relevant currency and in immediately available funds, on the Revolving
Termination Date the unpaid principal amount of all Revolving Loans made or continued by the Lender
to the Borrower pursuant to Section 2.4 of the Credit Agreement, as hereinafter defined. The
Borrower further agrees to pay interest in like money at such office on the unpaid principal amount
hereof from time to time outstanding at the rates and on the dates specified in Sections 2.14 and
2.16 of the Credit Agreement.



     The holder of this Revolving Note (this “Note”) is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the date, currency Type and amount of each Revolving Loan
made by the Lender pursuant to the Credit Agreement and the date and amount of each payment or
prepayment of principal thereof, each continuation thereof, each conversion of all or a portion
thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period
with respect thereto. Each such endorsement shall constitute prima facie evidence
of the accuracy of the information endorsed. The failure to make any such endorsement shall not
affect the obligations of the Borrower in respect of each such Revolving Loan.



     This Note (a) is one of the Revolving Notes referred to in the Credit Agreement dated as of
October 24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Doane Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks
and financial institutions from time to time parties thereto and Lehman Commercial Paper Inc., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject
to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This
Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the
Loan Documents for a description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of the holder of this
Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or
otherwise transferred in whole or in part only by registration of such assignment or transfer of
this Note and the Obligations evidenced hereby in the Register.



 









 





     Upon the occurrence of any one or more of the Events of Default, all amounts then remaining
unpaid on this Note may become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.



     All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





2









 






Schedule A

to Revolving Note




LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	Unpaid	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	ABR Loans	 	 	Principal	 	 	 	 
	 	 	 	 	 	 	Amount	 	 	Principal of	 	 	Converted to	 	 	Balance of	 	 	 	 
	 	 	Amount of	 	 	Converted to	 	 	ABR Loans	 	 	Eurodollar	 	 	ABR	 	 	Notation	 
	Date	 	ABR Loans	 	 	ABR Loans	 	 	Repaid	 	 	Loans	 	 	Loans	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule B

to Revolving Note




LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR
LOAN




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Interest	 	 	Amount of	 	 	Amount of	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount	 	 	Period and	 	 	Principal	 	 	Eurodollar	 	 	Unpaid	 	 	 	 
	 	 	 	 	 	 	Converted	 	 	LIBO Rate	 	 	of	 	 	Loans	 	 	Principal	 	 	 	 
	 	 	Amount of	 	 	to	 	 	with	 	 	Eurodollar	 	 	Converted	 	 	Balance of	 	 	Notation	 
	 	 	Eurodollar	 	 	Eurodollar	 	 	Respect	 	 	Loans	 	 	to ABR	 	 	Eurodollar	 	 	Made	 
	Date	 	Loans	 	 	Loans	 	 	Thereto	 	 	Repaid	 	 	Loans	 	 	Loans	 	 	By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 






Schedule C

to Revolving Note




LOANS AND REPAYMENTS OF EURIBOR LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 
	 	 	Amount of	 	 	Principal of	 	 	Unpaid Principal	 	 	 	 
	 	 	EURIBOR	 	 	EURIBOR Loans	 	 	Balance of	 	 	Notation	 
	Date	 	Loans	 	 	Repaid	 	 	EURIBOR Loans	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT H-4

TO

CREDIT AGREEMENT




[FORM OF SWINGLINE NOTE]




SWINGLINE NOTE




	 	 	 
	$                                        

	 	New York, New York

                    ,
200_






     FOR VALUE RECEIVED, the undersigned, DOANE PET CARE COMPANY, a Delaware corporation (the
“Borrower”), hereby unconditionally promises to pay to the order of Lehman Commercial Paper
Inc., (the “Lender”) at the office of Lehman Commercial Paper Inc., located at 745 Seventh
Avenue, New York, NY 10019, in lawful money of the United States of America and in immediately
available funds, on the Revolving Termination Date the principal amount of (a) TEN MILLION DOLLARS
($10,000,000), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made
by the Lender to the Borrower pursuant to Section 2.6 of the Credit Agreement, as hereinafter
defined. The Borrower further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the dates specified in
Sections 2.14 and 2.16 of the Credit Agreement.



     The holder of this Swingline Note (this “Note”) is authorized to endorse on the
schedule annexed hereto and made a part hereof or on a continuation thereof which shall be attached
hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the
Credit Agreement and the date and amount of each payment or prepayment of principal thereof and
each continuation thereof. Each such endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed. The failure to make any such endorsement
shall not affect the obligations of the Borrower in respect of such Swingline Loan.



     This Note (a) is the Swingline Note referred to in the Credit Agreement dated as of October
24, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”), among Doane Pet Care Enterprises, Inc., the Borrower, the Lender, the other banks
and financial institutions from time to time parties thereto and Lehman Commercial Paper Inc., as
Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject
to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This
Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the
Loan Documents for a description of the properties and assets in which a security interest has been
granted, the nature and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of the holder of this
Note in respect thereof. This Note and the Obligations evidenced hereby may be assigned or
otherwise transferred in whole or in part only by registration of such assignment or transfer of
this Note and the Obligations evidenced hereby in the Register.



 









 





     Upon the occurrence of any one or more of the Events of Default, all amounts then remaining
unpaid on this Note may become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.



     All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



     Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.



	 	 	 	 	 
	 	 	DOANE PET CARE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





2









 






Schedule A

to Swingline Note




LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amount of Principal	 	 	Unpaid Principal	 	 	 	 
	 	 	Amount of	 	 	of Swingline Loans	 	 	Balance of	 	 	Notation	 
	Date	 	Swingline Loans	 	 	Repaid	 	 	Swingline Loans	 	 	Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT I 

TO

CREDIT AGREEMENT




[FORM OF LENDER ADDENDUM]




LENDER ADDENDUM




     Reference is made to the Credit Agreement, dated as of October 24, 2005 (as amended, amended
and restated, extended, supplemented or otherwise modified or replaced from time to time, the
“Credit Agreement”), among Doane Pet Care Enterprises, Inc., Doane Pet Care Company (the
“Borrower”), the lenders party thereto from time to time and Lehman Commercial Paper Inc.,
as Administrative Agent and the Collateral Agent. Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.



     Upon execution and delivery of this Lender Addendum by the parties hereto as provided in
Section 10.20 of the Credit Agreement, the undersigned hereby becomes a Lender under the Credit
Agreement having the Commitments set forth beneath its signature hereto, effective as of the
Closing Date.



     THIS LENDER ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.



     This Lender Addendum may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute
one and the same instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart hereof.



 









 





IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and
delivered by their proper and duly authorized officers as of this ___day of ___, 2005.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	[NAME OF LENDER]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:

Title:	 	 






[Tranche B Dollar Term Commitment: $[                                        ]]




[Tranche B Euro Term Commitment: $[                                        ]]




[Revolving Credit Commitment: $[                                        ]]




2









 





	 	 	 	 	 
	 

	 	 	 	 
	Accepted and agreed:	 	 
	 
	 	 	 	 
	DOANE PET CARE COMPANY	 	 
	 
	 	 	 	 
	By:

	 	 

Name:

Title:
	 	 
	 
	 	 	 	 
	LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent	 	 
	 
	By:
	 	 	 	 
	 

	 	 

Name:

Title:
	 	 







3