EXHIBIT 10.16
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AMENDMENT NO. 3
DATED AS OF FEBRUARY 10, 2003
TO
AMENDED AND RESTATED CREDIT AGREEMENT
DATED OF MARCH 8, 2000
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DOANE PET CARE COMPANY,
AS BORROWER
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JPMORGAN CHASE BANK,
AS ADMINISTRATIVE AGENT
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AMENDMENT NO. 3 dated as of February 10, 2003 to the Credit
Agreement referred to below, among DOANE PET CARE ENTERPRISES, INC., a Delaware
corporation ("Holdings"), DOANE PET CARE COMPANY, a Delaware corporation (the
"Borrower"), DOANE/WINDY HILL JOINT VENTURE L.L.C., a Texas limited liability
company ("Windy Hill"), DPC INVESTMENT CORP., a Delaware corporation ("DPC"),
and JPMORGAN CHASE BANK, as administrative agent (in such capacity, the
"Administrative Agent").
Holdings, the Borrower, the Lenders party thereto and the
Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of May 8, 2000 (as amended by Amendment No. 1 dated as of March 26,
2001, Amendment No. 2 dated as of March 22, 2002 and as otherwise amended,
waived or modified and in effect immediately prior to the effectiveness of this
Amendment No. 3, the "Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Lenders to the
Borrower in an original aggregate principal or face amount not exceeding
$410,375,000 and EURO82,000,000.
Holdings, the Borrower, the Administrative Agent and certain
of the Lenders party thereto wish to amend the Credit Agreement in certain
respects and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions specified in Section 4 of this Amendment No. 3,
effective as of the date on which such conditions shall have been satisfied, the
Credit Agreement shall be amended as follows:
2.1. References. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this Agreement" (and
indirect references such as "hereunder", "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
2.2. Definitions.
(a) Section 1.1 of the Credit Agreement shall be amended by
inserting the following definitions (or, in the case of any of the following
terms that are already defined in the Credit Agreement, by amending and
restating in its entirety such term to read as set forth below):
"Amendment No. 3 Effective Date": the effective date of
Amendment No. 3 to this Agreement.
"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
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that in calculating any Lender's Revolving Extensions of Credit for
the purpose of determining such Lender's Available Revolving Commitment
pursuant to Section 2.8(a), the aggregate principal amount of Swingline
Loans then outstanding shall be deemed to be zero.
"Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b)
Consolidated Lease Expense for such period and (c) any current portion
of income tax expense deducted in the determination of Consolidated Net
Income.
"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.
"ECF Percentage": 50%.
"Investors' Agreement": the Second Amended and Restated
Investors' Agreement, dated as of March 26, 2001, among Holdings, the
Borrower, Summit Capital Inc., Summit/DPC Partners, L.P., J.P. Morgan
Partners (B.H.C.A.), L.P., Baseball Partners, DLJ Merchant Banking
Partners, L.P., DLJ International Partners, C.V., DLJ Offshore
Partners, C.V., DLJ Merchant Banking Funding, Inc., DLJ First ESC,
L.L.C., Bruckmann, Rosser, Sherrill & Co., L.P., PNC Capital Corp. and
certain other persons signatories thereto, as amended and replaced from
time to time.
"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.
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"Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in
Swingline Loans and Letters of Credit in an aggregate principal and/or
face amount not to exceed the amount set forth under the heading
"Revolving Commitment" opposite such Lender's name on Schedule 1.1A or
in an Assignment and Acceptance, as the same may be changed from time
to time pursuant to the terms hereof. The amount of the Total Revolving
Commitments immediately prior to the Amendment No. 3 Effective Date is
$75,000,000. The Total Revolving Commitments shall be permanently
reduced as of the Amendment No. 3 Effective Date by (a) the amount of
the payments applied to Revolving Loans under Section 7.2(k)(iv) (if
any) and (b) such additional amount, if necessary, after giving effect
to the reductions in clause (a) above, such that the amount of the
Total Revolving Commitments as of the Amendment No. 3 Effective Date is
$60,000,000.
"Senior Unsecured Notes": as defined in Section 7.2(k).
"Southwest Plant": a new manufacturing facility capable of
producing dry pet food, biscuits and/or treats to be located in the
Southwestern United States or in Mexico in order to service, in part,
the Borrower's customers located in Mexico.
(b) The definitions of "Average Consolidated Senior Debt
Ratio", "Consolidated Senior Debt", "Consolidated Senior Debt Ratio", "Excess
Leverage Fee" and "Revolving Commitment Suspension Termination Date" in Section
1.1 of the Credit Agreement shall be deleted in their entirety, and each
reference in the Credit Agreement thereto shall be deleted.
2.3 Revolving Commitments. Section 2.4(a) of the Credit
Agreement shall be amended by deleting in its entirety the last
sentence of the first paragraph thereof.
2.4. Excess Leverage Fee. Section 2.8(d) of the Credit
Agreement shall be deleted in its entirety.
2.5. March 31, 2003 Financial Statements. The last sentence of
Section 6.1 of the Credit Agreement shall be deleted in its entirety.
2.6. Certificates, Etc. Section 6.2(b) of the Credit Agreement
shall be amended in its entirety to read as follows:
"(b) concurrently with the delivery of any financial
statements pursuant to Section 6.1, (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) in
the case of quarterly or annual financial statements, (x) a Compliance
Certificate
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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 as of the
last day of the fiscal quarter or fiscal year of the Borrower, as the
case may 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 Effective Date);".
2.7. Interest Rate Protection. Section 6.9 of the Credit
Agreement shall be deleted in its entirety and replaced with the
following: "6.9 [Intentionally deleted.]", and each reference in the
Credit Agreement to Section 6.9 of the Credit Agreement shall be
deleted.
2.8. Additional Collateral, etc. Section 6.10 of the Credit
Agreement shall be amended by replacing the amount "$500,000" in clause
(e) thereof with "$1,000,000".
2.9. Accounts. Section 6.11 of the Credit Agreement shall be
amended in its entirety to read as follows:
"Use reasonable commercial efforts to maintain each Deposit
Account and each Securities Account of any Loan Party (other than any
account the credit balance of which shall not exceed $1,000,000) with
one or more of the Lenders."
2.10. Financial Condition Covenants. Section 7.1 of the Credit
Agreement shall be amended in its entirety to read as follows:
"7.1 Financial Condition Covenants.
(a) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter set
forth below to exceed the ratio set forth below opposite such fiscal
quarter:
Fiscal Quarter Consolidated Leverage Ratio
3/31/03 - 6/30/03 6.30:1.00
9/30/03 - 12/31/03 6.25:1.00
3/31/04 - 6/30/04 6.10:1.00
9/30/04 - 12/31/04 6.00:1.00
3/31/05 - 12/31/05 5.75:1.00
3/31/06 - 12/31/06 5.50:1.00
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(b) Consolidated Senior Secured Debt Ratio. Permit the
Consolidated Senior Secured Debt Ratio as at the last day of any period
of four consecutive fiscal quarters of the Borrower ending with any
fiscal quarter set forth below to exceed the ratio set forth below
opposite such fiscal quarter:
Fiscal Quarter Consolidated Senior Secured Debt Ratio
3/31/03 - 6/30/03 2.25:1.00
9/30/03 - 12/31/03 2.15:1.00
3/31/04 and thereafter 2.00:1.00
(c) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio as at the last day of any period
of four consecutive fiscal quarters of the Borrower ending with any
fiscal quarter set forth below to be less than the ratio set forth
below opposite such fiscal quarter:
Fiscal Quarter Consolidated Interest Coverage Ratio
3/31/03 - 6/30/03 1.50:1.00
9/30/03 and thereafter 1.55:1.00
(d) Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio as at the last day of any
period of four consecutive fiscal quarters of the Borrower to be less
than 1.00:1.
Notwithstanding anything herein to the contrary, the Borrower shall
comply as of December 31, 2002 with each of the covenants under Section
7.1 of this Agreement (as in effect immediately prior to the Amendment
No. 3 Effective Date), all on the terms set forth therein."
2.11. Indebtedness. Section 7.2 of the Credit Agreement shall
be amended by (a) replacing the amount "$2,500,000" in clause (h) thereof with
"$7,500,000", (b) deleting the word "and" at the end of clause (i) thereof, (c)
replacing the period at the end of clause (j) thereof with ";and", and (d)
inserting at the end of said Section 7.2 a new clause (k) to read as follows:
"(k) Indebtedness under senior unsecured notes of the Borrower
(including senior unsecured guarantees thereof by any Restricted
Subsidiary that is a Guarantor) issued on the Amendment No. 3 Effective
Date in an aggregate principal amount sufficient to result in a
prepayment of Term Loans under this clause (k) of not less than
$158,800,000, pursuant to an indenture dated on or before March 31,
2003 among the Borrower, as
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issuer, the subsidiary guarantors party thereto and the trustee named
therein or otherwise on terms acceptable to the Administrative Agent,
and any refinancings, refundings, renewals or extensions thereof
(without increasing the principal amount, or shortening the maturity,
thereof and on other terms not less favorable to the Borrower than the
terms of such senior unsecured notes and such indenture (other than the
coupon, which shall be reasonably satisfactory to the Administrative
Agent) or otherwise acceptable to the Administrative Agent)
(collectively, the "Senior Unsecured Notes"), provided that,
notwithstanding anything herein to the contrary, upon the date of
receipt by the Borrower of the Net Cash Proceeds of the Senior
Unsecured Notes issued on the Amendment No. 3 Effective Date, such Net
Cash Proceeds shall be applied in the following order: (i) to the
payment of fees and expenses in connection with this Amendment No. 3
(which, when taken together with the amounts deducted from the proceeds
of the Senior Unsecured Notes pursuant to clause (b) of the definition
of "Net Cash Proceeds " shall not exceed $7,500,000); (ii) ratably to
the prepayment of the Tranche A Dollar Term Loans, the Tranche A Euro
Term Loans, the Tranche B Term Loans and the Tranche C Term Loans, in
direct order of the outstanding installments of each Facility, in an
aggregate amount of $158,800,000; (iii) on or within 30 days after the
Amendment No. 3 Effective Date, to the repurchase or prepayment of the
Shareholder Notes (together with accrued and unpaid interest thereon)
in an aggregate amount not exceeding $33,700,000; (iv) the remainder
(if any) thereof, 50% to the prepayment of the Revolving Loans and 50%
to the prepayment of the Term Loans (ratably to the Tranche A Dollar
Term Loans, the Tranche A Euro Term Loans, the Tranche B Term Loans and
the Tranche C Term Loans and, in each case, in direct order of the
outstanding installments thereof), in an aggregate amount not exceeding
$30,000,000; and (v) the remainder (if any) thereof, ratably to the
prepayment of the Tranche A Dollar Term Loans, the Tranche A Euro Term
Loans, the Tranche B Term Loans and the Tranche C Term Loans, in direct
order of the outstanding installments of each Facility."
2.12. Disposition of Property. Section 7.5 of the Credit
Agreement shall be amended by replacing the amount "$5,000,000" in
clause (g) thereof with "$10,000,000".
2.13. Capital Expenditures. Section 7.7 of the Credit
Agreement shall be amended in its entirety to read as follows:
"7.7 Capital Expenditures. Make or commit to make any Capital
Expenditure, except (a) Capital Expenditures of the Borrower and its
Restricted Subsidiaries in the ordinary course of business not
exceeding $35,000,000 (or its equivalent in other currencies) in the
aggregate for fiscal year 2002 and any fiscal year of the Borrower
thereafter; provided that (i) the Borrower may make additional Capital
Expenditures in any fiscal year not in excess of 50% of the unused
amount from the immediately preceding fiscal year and (ii) Capital
Expenditures made pursuant to this clause (a) during any fiscal year
shall be deemed made, first, in respect of amounts permitted for such
fiscal year as provided above and, second, in respect of amounts
carried over from the
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prior fiscal year pursuant to subclause (i) above; and (b) Capital
Expenditures made with the proceeds of any Reinvestment Deferred
Amount. Notwithstanding the foregoing, the Borrower may make additional
Capital Expenditures in respect of the Southwest Plant in excess of the
amount permitted for any fiscal year under the first sentence of this
Section 7.7; provided that (x) such additional amount so expended under
this sentence shall not exceed $15,000,000 in the aggregate, (y) the
Borrower may make such additional Capital Expenditures only to the
extent that at the time of the making of such additional Capital
Expenditures, there is availability under one or more of the baskets
set forth in Sections 7.2(g), 7.2(h), 7.8(h) and 7.8(k) and (z) at or
prior to the time of the making of such additional Capital
Expenditures, the Borrower shall notify the Administrative Agent as to
the relevant basket or baskets being utilized for such additional
Capital Expenditures and the amount thereof (and upon receipt of such
notice, such basket(s) shall be deemed to be permanently reduced in the
amount of such additional Capital Expenditures)."
2.14. Investments.
(a) Section 7.8(k) of the Credit Agreement shall be amended in
its entirety to read as follows:
"(k) Investments in and acquisitions of Unrestricted
Subsidiaries and Joint Ventures (other than Investments in Unrestricted
Subsidiaries and/or Joint Ventures under clause (j) above), together
with any such Investments made pursuant to clause (h) above, in an
aggregate amount not to exceed $10,000,000 (or its equivalent in other
currencies as of the date such Investment is made, as determined by the
Borrower in good faith based on then prevailing exchange rates),
provided that (i) if a Restricted Subsidiary is redesignated an
Unrestricted Subsidiary or Joint Venture at any time after the
Effective Date, the aggregate amount of Investments permitted under
this clause (k) shall be decreased by the aggregate amount invested in
such Restricted Subsidiary and (ii) if an Unrestricted Subsidiary or
Joint Venture is redesignated a Restricted Subsidiary at any time on or
after the Effective Date, the aggregate amount of Investments permitted
under this clause (k) shall be increased by the aggregate amount
invested in such Unrestricted Subsidiary or Joint Venture."
(b) The last sentence of Section 7.8 of the Credit Agreement
shall be deleted in its entirety.
2.15. Optional Prepayments and Modifications of Certain Debt
Instruments. Section 7.9 of the Credit Agreement shall be amended in its
entirety to read as follows:
"(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, any Additional Senior Subordinated Notes or any
Senior Unsecured Notes, except as permitted under Section 7.2(f),
7.2(j) or 7.2(k) (as applicable), (b) amend, modify, waive or otherwise
change, or consent or agree
7
to any amendment, modification, waiver or other change to, any of the
terms of the Senior Subordinated Notes, the Senior Subordinated Note
Indenture, any Additional Senior Subordinated Notes or the Senior
Unsecured Notes or the indenture related thereto (other than any such
amendment, modification, waiver or other change 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), (c) 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 Preferred Stock (other than any such amendment, modification,
waiver or other change that (i) would extend the scheduled redemption
date or reduce the amount of any scheduled redemption payment or reduce
the rate or extend any date for payment of dividends thereon, (ii) does
not involve the payment of a consent fee or (iii) is not otherwise
adverse to the interests of the Lenders) or (d) designate any
Indebtedness (other than obligations of the Loan Parties pursuant to
the Loan Documents and the Senior Unsecured Notes) as "Designated
Senior Indebtedness" for the purposes of the Senior Subordinated Note
Indenture."
2.16. Negative Pledge Clauses. Section 7.13 of the Credit Agreement
shall be amended by inserting at the end of clause (b) thereof the following
words: "and each indenture in respect of any Additional Senior Subordinated
Notes or the Senior Unsecured Notes".
2.17. Shareholder Notes. Section 7.18 of the Credit Agreement shall be
deleted in its entirety and replaced with the following: "7.18 [Intentionally
deleted.]", and each reference in the Credit Agreement to Section 7.18 of the
Credit Agreement shall be deleted.
2.18 Events of Default. Section 8 of the Credit Agreement shall be
amended by (a) deleting the word "or" at the end of clause (l) thereof and (b)
deleting clause (m) thereof in its entirety.
2.19. Schedule 1.1A (Revolving Commitments). The column setting forth
the Revolving Commitments in Schedule 1.1A to the Credit Agreement shall be
amended and restated to read in entirety as set forth in Schedule 1.1A to this
Amendment No. 3.
Section 3. Representations and Warranties. Each of Holdings and the
Borrower jointly and severally represents and warrants to the Administrative
Agent and the Lenders that, after giving effect to this Amendment No. 3, (a)
no Default or Event of Default shall have occurred and be continuing and (b) the
representations and warranties set forth in Section 4 of the Credit Agreement
(as amended hereby) are true and complete on the date hereof as if made on and
as of the date hereof (or, if any such representations and warranties expressly
relate to any earlier date, as of such earlier date) and as if each reference
in said Section 4 to "this Agreement" and the "Loan Documents" included
reference to this Amendment No. 3.
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Section 4. Conditions Precedent. As provided in Section 2 of this
Amendment No. 3, the amendments to the Loan Documents set forth in said
Section 2 shall become effective as of the date (which shall not be later than
March 31, 2003) on which each of the following conditions is satisfied:
(a) Amendment No. 3. Receipt by the Administrative Agent of one or more
counterparts of this Amendment No. 3 duly executed and delivered by the
Borrower, Holdings, Windy Hill, DPC and the Administrative Agent (with the
written consent of the Required Lenders and the Majority Facility Lenders of
each Facility provided in the form of the Lender Consent attached hereto as
Exhibit A);
(b) Senior Unsecured Notes. Evidence satisfactory to the Administrative
Agent that the Borrower shall be concurrently issuing the Senior Unsecured
Notes in an aggregate principal amount sufficient to result in a prepayment of
Term Loans of not less than $158,800,000, and shall have made arrangements
satisfactory to the Administrative Agent to apply such Net Cash Proceeds, in
accordance with Section 7.2(k) of the Credit Agreement (as amended hereby);
(c) Opinion of Borrower's Counsel. Receipt by the Administrative Agent
of an opinion of counsel to Holdings, the Borrower and its Restricted
Subsidiaries in form and substance reasonably satisfactory to the Administrative
Agent (and the Borrower hereby instructs each such counsel to deliver such
opinion to the Lenders and the Administrative Agent);
(d) Amendment Fee. Payment by the Borrower of an amendment fee to the
Administrative Agent for the account of each Lender that has executed a Lender
Consent in the form attached hereto as Exhibit A on or before 5:00 p.m., New
York City time, on February 10, 2003, such fee to be in an amount equal to 0.25%
of the sum of the aggregate unpaid principal amount of the Term Loans held by
such Lender (after giving effect to the prepayments from the proceeds of the
Senior Unsecured Notes contemplated by Section 7.2(k) of the Credit Agreement
(as amended hereby)) and the Revolving Commitment then in effect of such Lender
(after giving effect to the reduction of the Revolving Commitments effected by
this Amendment No. 3);
(e) Expenses, Etc. Payment by the Borrower of all other fees and
expenses required to be paid and all expenses for which invoices have been
presented (including, without limitation, reasonable fees and disbursements and
other charges of counsel to the Administrative Agent) in connection with this
Amendment No. 3; and
(f) Other Additional Matters. All required corporate and other
proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Amendment No. 3 being
reasonably satisfactory in form and substance to the Administrative Agent, and
receipt by the Administrative Agent of such other documents in respect of the
transactions contemplated hereby as it shall reasonably request.
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The Administrative Agent shall notify the Borrower and the Lenders of the
effective date of the amendments to the Loan Documents set forth in Section 2 of
this Amendment No. 3, and such notice shall be conclusive and binding.
Section 5. Ratification of Obligations, Etc. By its execution of this
Amendment No. 3, each of the Loan Parties (a) ratifies and reaffirms its
obligations under the Credit Agreement (as modified by this Amendment No. 3) to
the extent such Loan Party is a party thereto, and under the other Loan
Documents to which it is a party, in all respects, and confirms that each such
agreement to which it is a party is valid and enforceable against such Loan
Party as set forth in Section 4.4 of the Credit Agreement, (b) waives any
defense, right of set-off or claim against the Administrative Agent, any Lender
or their respective affiliates, directors, officers, employees, agents,
attorneys and representatives to or arising under the Credit Agreement or the
other Loan Documents and hereby releases the Administrative Agent, each Lender
and their respective affiliates, directors, officers, employees, agents,
attorneys and representatives from any liability thereunder or related thereto
and (c) agrees that there are no oral agreements or understandings among such
Loan Party and the Administrative Agent or any Lender relating to this Amendment
No. 3, the Credit Agreement or any other Loan Document.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 3 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 3 by signing any such counterpart.
Delivery of an executed signature page of this Amendment No. 3 by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof. This Amendment No. 3 shall be governed by, and construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed and delivered as of the day and year first
above written.
DOANE PET CARE ENTERPRISES, INC.
By: /s/ PHILIP K. WOODLIEF
--------------------------------
Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
DOANE PET CARE COMPANY
By: /s/ PHILIP K. WOODLIEF
--------------------------------
Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
DOANE/WINDY HILL JOINT VENTURE L.L.C.
By: Doane Pet Care Company,
its sole member
By: /s/ PHILIP K. WOODLIEF
--------------------------------
Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
DPC INVESTMENT CORP.
By: /s/ PHILIP K. WOODLIEF
--------------------------------
Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ KATHRYN A. DUNCAN
--------------------------------
Name: Kathryn A. Duncan
Title: Vice President
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Schedule 1.1A
REVOLVING COMMITMENTS
- --------------------------------------------------- ------------------ ------------------
REVOLVING REVOLVING
COMMITMENT PRIOR COMMITMENT AS OF
TO AMENDMENT NO. AMENDMENT NO. 3
LENDER 3 EFFECTIVE DATE EFFECTIVE DATE
- --------------------------------------------------- ------------------ ------------------
JPMorgan Chase Bank $7,285,715 $5,828,572
- --------------------------------------------------- ------------------ ------------------
Bank of America N.A. $5,357,143 $4,285,714
- --------------------------------------------------- ------------------ ------------------
Bank of Tokyo-Mitsubishi, Ltd. $5,357,143 $4,285,714
- --------------------------------------------------- ------------------ ------------------
Firstar Bank, N.A. $8,571,429 $6,857,143
- --------------------------------------------------- ------------------ ------------------
First Trust $3,214,286 $2,571,428
- --------------------------------------------------- ------------------ ------------------
Fleet Bank $7,714,286 $6,171,428
- --------------------------------------------------- ------------------ ------------------
General Electric Capital Corp. $6,428,571 $5,142,857
- --------------------------------------------------- ------------------ ------------------
Harris Trust & Savings Bank $8,571,429 $6,857,143
- --------------------------------------------------- ------------------ ------------------
SunTrust Bank $5,357,143 $4,285,714
- --------------------------------------------------- ------------------ ------------------
Wachovia Bank, N.A. $1,428,571 $1,142,857
- --------------------------------------------------- ------------------ ------------------
Archimedes Funding III, Ltd. $1,357,143 $1,085,714
- --------------------------------------------------- ------------------ ------------------
Nemean CLO, Ltd. $4,000,000 $3,200,000
- --------------------------------------------------- ------------------ ------------------
Morgan Stanley Bank $5,000,000 $4,000,000
- --------------------------------------------------- ------------------ ------------------
Addison CDO, Limited $2,778,886 $2,223,109
- --------------------------------------------------- ------------------ ------------------
Delano Company $1,723,693 $1,378,954
- --------------------------------------------------- ------------------ ------------------
Royalton Company $854,564 $683,651
- --------------------------------------------------- ------------------ ------------------
TOTAL: $75,000,000.00 $60,000,000.00
- --------------------------------------------------- ------------------ ------------------
EXHIBIT A
LENDER CONSENT
Reference is made to the Amended and Restated Credit Agreement
dated as of May 8, 2000 (as amended and in effect from time to time, the "Credit
Agreement") among DOANE PET CARE ENTERPRISES, INC., a Delaware corporation
("Holdings"), DOANE PET CARE COMPANY, a Delaware corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders") and JPMORGAN CHASE BANK, as administrative agent
(in such capacity, the "Administrative Agent"), providing, subject to the terms
and conditions thereof, for extensions of credit to be made by the Lenders to
the Borrower in an original aggregate principal or face amount not exceeding
$410,375,000 and EURO 82,000,000. Capitalized terms used and not otherwise
defined herein are deemed to have the respective meanings assigned to such terms
in the Credit Agreement.
The undersigned Lender party to the Credit Agreement hereby
(i) consents to Amendment No. 3 to the Credit Agreement, dated as of February
10, 2003, substantially in the form to which this Lender Consent is attached
("Amendment No. 3") and (ii) authorizes and directs the Administrative Agent to
execute and deliver Amendment No. 3 on behalf of such Lender.
Full Name of Lender:
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By:
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Name:
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Title:
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Date: February __, 2003