Exhibit 10.17
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AMENDMENT NO. 4
DATED AS OF FEBRUARY 26, 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. 4 dated as of February 26, 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, Amendment No. 3 dated as of
February 10, 2003 ("Amendment No. 3 to the Credit Agreement") and as otherwise
amended, waived or modified and in effect immediately prior to the effectiveness
of this Amendment No. 4, 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 EU82,000,000.
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. 4, 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. 4,
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. Indebtedness. Section 7.2(k) of the Credit Agreement
shall be amended by replacing the amount "$7,500,000" in clause (i) of the
proviso thereof with the amount "$8,000,000".
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. 4, (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
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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. 4.
Section 4. Conditions Precedent. As provided in Section 2 of
this Amendment No. 4, 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. 4. Receipt by the Administrative Agent of
one or more counterparts of this Amendment No. 4 duly executed and delivered by
the Borrower, Holdings, Windy Hill, DPC and the Administrative Agent (with the
written consent of the Required Lenders provided in the form of the Lender
Consent attached hereto as Exhibit A); and
(b) Effectiveness of Amendment No. 3 to the Credit Agreement.
Evidence satisfactory to the Administrative Agent that Amendment No. 3 to the
Credit Agreement shall have become effective in accordance with the terms
thereof.
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. 4, and such notice shall be conclusive and binding.
Section 5. Ratification of Obligations, Etc. By its execution
of this Amendment No. 4, each of the Loan Parties (a) ratifies and reaffirms its
obligations under the Credit Agreement (as modified by this Amendment No. 4) 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. 4, 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. 4 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. 4 by signing any such
counterpart. Delivery of an executed signature page of this Amendment No. 4 by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. This Amendment No. 4 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. 4 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
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Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
DOANE PET CARE COMPANY
By: /s/ Philip K. Woodlief
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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
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Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
DPC INVESTMENT CORP.
By: /s/ Philip K. Woodlief
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Name: Philip K. Woodlief
Title: Vice President and Chief Financial Officer
JPMORGAN CHASE BANK,
as Administrative Agent
By: /s/ Katheryn A. Duncan
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Name: Kathryn A. Duncan
Title: Vice President
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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 EU82,000,000. 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. 4 to the Credit Agreement, dated as of February
26, 2003, substantially in the form to which this Lender Consent is attached
("Amendment No. 4") and (ii) authorizes and directs the Administrative Agent to
execute and deliver Amendment No. 4 on behalf of such Lender.
Full Name of Lender: _____________________________________
By: __________________________________
Name: ________________________________
Title: ________________________________
Date: February 26, 2003