Darling International Inc Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • August 13th, 2002 • Darling International Inc • Fats & oils • Texas

This Consulting Agreement (this “Agreement”) is made and entered into as of May 10, 2002 by and among Darling International Inc., a Delaware corporation (the “Company”), Taura, Flynn & Associates LLC (“Taura, Flynn & Associates”) and Denis J. Taura (the “Consultant”).

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FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 8th, 2004 • Darling International Inc • Fats & oils • Texas

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 31, 2003, among DARLING INTERNATIONAL INC., a Delaware corporation (the “Borrower”), the banks or other lenders party to the Agreement referenced below (each, individually a “Bank” and collectively, the “Banks”), and CREDIT LYONNAIS NEW YORK BRANCH, as administrative agent for the Banks (in such capacity, the “Administrative Agent”).

ARTICLE I DEFINITIONS
Note Purchase Agreement • April 13th, 2006 • Darling International Inc • Fats & oils • New York
RECITALS:
Credit Agreement • May 14th, 1999 • Darling International Inc • Fats & oils • Texas
Exhibit 2.1 ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • December 20th, 2005 • Darling International Inc • Fats & oils • New York
AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 2nd, 1999 • Darling International Inc • Fats & oils • Texas
dated as of 7 April 2006 among
Credit Agreement • April 13th, 2006 • Darling International Inc • Fats & oils • Texas
RECITALS:
Credit Agreement • May 14th, 1999 • Darling International Inc • Fats & oils • Texas
CREDIT AGREEMENT dated as of December 17, 2010 among The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF MONTREAL, acting under its trade name BMO CAPITAL MARKETS as Syndication Agent PNC BANK, N.A. and GOLDMAN...
Credit Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • New York

PAGE ARTICLE I. DEFINITIONS 1 Defined Terms 1 Classification of Loans and Borrowings 23 Terms Generally 23 Accounting Terms; GAAP 24 Section 1.05. Business Days; Payments 24 ARTICLE II. THE CREDITS 24 Commitments 24 Loans and Borrowings 25 Requests for Borrowings 25 Swingline Loans 26 Letters of Credit 27 Funding of Borrowings 30 Interest Elections 31 Termination and Reduction of Commitments 32 Repayment of Loans; Evidence of Debt 33 Amortization of Term Loans 33 Prepayment of Loans 34 Fees 36 Interest 37 Alternate Rate of Interest 37 Increased Costs 38 Break Funding Payments 39 Taxes 39 Payments Generally; Pro Rata Treatment; Sharing of Set-Offs; Proceeds of Collateral 41 Mitigation Obligations; Replacement of Lenders 43 Incremental Facilities 44 Defaulting Lenders 46 ARTICLE III. REPRESENTATIONS AND WARRANTIES 48 Organization; Powers 48 Authorization; Enforceability 48 Governmental Approvals; No Conflicts 48 Financial Condition; No Material Adverse Change 48 Properties 49 Litigation

RECITALS:
Forbearance Agreement • December 16th, 1998 • Darling International Inc • Fats & oils • Texas
ISDA International Swap Dealers Association, Inc.
Isda Master Agreement • August 12th, 1997 • Darling International Inc • Fats & oils • New York
AGREEMENT Dated Effective as of June 29, 2001 By and Among DARLING INTERNATIONAL INC., as Borrower FLEET NATIONAL BANK, as Resigning Agent, CREDIT LYONNAIS NEW YORK BRANCH, as Successor Agent and The Banks described herein AGREEMENT
Credit Agreement • July 11th, 2001 • Darling International Inc • Fats & oils • Texas

This AGREEMENT, dated effective as of June 29, 2001, is entered into by and among DARLING INTERNATIONAL INC., a Delaware corporation (“Borrower”), the Banks (herein so called) party to the hereinafter defined Existing Credit Agreement, FLEET NATIONAL BANK, in its capacity as the existing Agent for the Banks under the Existing Credit Agreement (in such capacity, the “Resigning Agent”) and CREDIT LYONNAIS NEW YORK BRANCH, a duly licensed branch under the New York Banking Law of a foreign banking corporation organized under the laws of the Republic of France, in its capacity as successor agent for the Banks (“Successor Agent”).

Darling International Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • January 28th, 2011 • Darling International Inc • Fats & oils • New York

Darling International Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 24,193,548 shares of common stock, par value $0.01 per share (“Stock”) of the Company. The stockholders of the Company named in Schedule II(a) hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters, at the election of the Underwriters, up to 3,629,032 shares of Stock. The aggregate of 24,193,548 shares to be sold by the Company is herein called the “Firm Shares” and the aggregate of 3,629,032 additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

EXHIBIT 7 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 23rd, 2002 • Darling International Inc • Fats & oils • Texas
Exhibit 10.4 AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 23rd, 2002 • Darling International Inc • Fats & oils • Texas
EXECUTION VERSION Registration Rights Agreement
Registration Rights Agreement • January 10th, 2014 • Darling International Inc • Fats & oils • New York

This REGISTRATION RIGHTS AGREEMENT, dated January 2, 2014 (this “Agreement”), is entered into by and among Darling Escrow Corporation, a Delaware corporation (the “Company”), and Goldman, Sachs & Co. (“Goldman Sachs”) and J.P. Morgan Securities LLC, for themselves and on behalf of the several initial purchasers (collectively, the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement (as defined below).

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RECITALS
Recapitalization Agreement • May 23rd, 2002 • Darling International Inc • Fats & oils • Delaware
EXHIBIT A
Master Lease • May 19th, 1998 • Darling International Inc • Fats & oils • Michigan
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all...
Joint Filing Agreement • October 3rd, 2003 • Darling International Inc • Fats & oils

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

DARLING INTERNATIONAL INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 25th, 2008 • Darling International Inc • Fats & oils • Delaware

This Indemnification Agreement (“Agreement”) is made as of ______________, 200__ by and between Darling International Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).

EXHIBIT 10.1 CREDIT AGREEMENT Dated as of April 2, 2004
Credit Agreement • April 7th, 2004 • Darling International Inc • Fats & oils • New York
MASTER EQUIPMENT LEASE Lease Number 453-01
Master Equipment Lease • August 18th, 1998 • Darling International Inc • Fats & oils
SENIOR NOTES INDENTURE Dated as of April 3, 2019 Among DARLING INGREDIENTS INC., THE GUARANTORS AS SET FORTH HEREIN and REGIONS BANK, as Trustee 5.25% SENIOR NOTES DUE 2027
Senior Notes Indenture • April 3rd, 2019 • Darling Ingredients Inc. • Fats & oils • New York

INDENTURE, dated as of April 3, 2019, among Darling Ingredients Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) party hereto from time to time and Regions Bank, as Trustee.

Darling International Inc. Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • December 13th, 2013 • Darling International Inc • Fats & oils • New York

Darling International Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 40,000,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (“Stock”) of the Company and, at the election of the Underwriters, up to 6,000,000 additional shares (the “Optional Shares”) of Stock of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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