FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of March 1, 1999, is among DARLING INTERNATIONAL INC., a
corporation duly organized and validly existing under the laws of the State of
Delaware (the "Borrower"), each of the banks or other lending institutions which
is a signatory hereto (individually, a "Bank" and, collectively, the "Banks"),
COMERICA BANK, CREDIT LYONNAIS NEW YORK BRANCH and XXXXX FARGO BANK (TEXAS),
NATIONAL ASSOCIATION, each individually as a Bank and as a co-agent and
BANKBOSTON, N.A., individually as a Bank and as agent for itself, the other
Banks and the other Secured Parties (in its capacity as agent, together with its
successors in such capacity, the "Agent").
RECITALS:
Borrower, the Agent, and the Banks have entered into that certain
Amended and Restated Credit Agreement dated as of January 22, 1999 (as the same
may hereafter be amended or otherwise modified, the "Agreement"). Borrower, the
Agent and the Banks that are parties hereto now desire to amend the Agreement as
herein set forth.
NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows effective as of the
date hereof unless otherwise indicated:
ARTICLE 1
Definitions
Section 1.1 Definitions. Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meanings as in the Agreement,
as amended hereby.
ARTICLE 2
Amendments
Section 1.2 Amendment to Section 9.10. Section 9.10 is amended in its
entirety to read as follows:
Section 9.10. Further Assurances; Post Closing Items; Exceptions to Perfection
and other Collateral Matters.
(a) Further Assurance. The Borrower will, and will cause each
Subsidiary to, execute and deliver such further documentation and take
such further action as may be requested by the Agent to carry out the
provisions and purposes of the Loan Documents and to create, preserve,
and perfect the Liens of the Agent for the benefit of itself and the
Secured Parties in the Collateral; provided that:
(i) until a Perfection Event occurs, neither the
Borrower nor any Subsidiary shall be required to cause the
Agent's Lien to be noted on any certificate of title
evidencing the ownership in any equipment subject to an
operating or capital lease now in existence or hereafter
entered into in accordance with this Agreement or any of the
vehicles identified on Schedule 9.10 (a); however, if a
Perfection Event occurs and continues, the Borrower shall, and
shall cause the Significant Subsidiaries, to take such action
as the Agent may require to perfect and protect the Liens of
the Agent in any of such equipment or other vehicles as the
Agent may specify (the term "Perfection Event" means (i) the
occurrence of a Default; (ii) with respect to any piece of
equipment which is subject to an operating or capital lease,
the acquisition by Borrower of ownership of such equipment
either pursuant to the exercise of a purchase option, at the
expiration of the applicable lease term or otherwise; or (iii)
with respect to the equipment listed on Schedule 9.10 (a), the
determination by Borrower or any Subsidiary not to dispose of
such equipment or the failure of such equipment to be disposed
of by December 31, 1999);
(ii) neither the Borrower nor any Subsidiary shall be
required to cause the Agent's Lien on intellectual property
which is registered outside the United States of America and
is listed on Schedule 9.10 (a) to be recorded in any
jurisdiction outside the United States of America because the
Borrower and the Subsidiaries intend on abandoning the
registrations listed on Schedule 9.10 (a); however, if the
Borrower or any Subsidiary determines not to abandon a
registration listed on Schedule 9.10 (a), the Borrower shall,
or shall cause the applicable Significant Subsidiary, to take
such action as the Agent may require to record its Liens
against such registration; and
(iii) as a result of the execution of that certain
Stock Purchase Agreement (herein so called) between Borrower
and Scope Products, Inc. for the sale of all the capital stock
of International Processing Corporation and International
Transportation Service, Inc. (together the "IPC Companies") by
the Borrower to Scope Products, Inc. (such sale the "IPC
Sale") and in anticipation of the IPC Sale, neither of the IPC
Companies (nor Borrower on behalf of such companies) shall be
required to comply with the requirements of subsections (b),
(c) or (d) of this Section 9.10 as they relate to the property
of either IPC Company, notwithstanding anything in this
Section 9.10, in the other provisions of this Agreement or in
any other Loan Document to the contrary unless (A) a Default
occurs, (B) the Stock Purchase Agreement terminates without
the IPC Sale being consummated or (C) the IPC Sale is not
consummated by April 30, 1999 (any of the events described in
the forgoing clauses (A),(B) and (C) herein a "IPC Sale
Termination Event"). If an IPC Sale Termination Event occurs,
Borrower and the IPC Companies shall be required within thirty
(30) days after the date of such event to have complied with
all the requirements arising under subsections (b), (c) and
(d) of this Section 9.10 applicable to the property of each
IPC Company (the date which is thirty days after the
occurrence of the first IPC Sale Termination Event is herein
referred to as the "IPC Perfection Date"). If the IPC Sale is
consummated prior to an IPC Sale Termination Event, no
compliance with respect to subsections (b), (c) and (d) of
this Section 9.10 and the properties of the IPC Companies is
required.
Each Approved Bank Affiliate, by accepting the benefits of the Liens
granted in the Loan Documents: (A) consents to the Liens granted in
favor of the Agent in the Borrower's rights in and to the operating and
capital leases entered into with the Borrower and the equipment the
subject thereof and (B) agrees that when all obligations owed to it
arising in connection with any such operating or capital lease are
satisfied (provided that the Borrower becomes the owner of the
equipment subject to such lease), it will deliver any certificates of
title evidencing the ownership in such equipment to the Agent, with
such documentation as the Agent may require to release the Secured
Party's Lien thereon, transfer ownership to the Borrower and record the
Agent's Lien thereon. The Agent is authorized to record its Lien on any
certificate of title so received.
(b) Post Closing Items; Perfection and Protection of Liens on
Personal Property. Without limiting clause (a) of this Section 9.10 and
to the extent not delivered on or prior to the Closing Date, the
Borrower agrees that it shall, and shall cause each Significant
Subsidiary, to:
(i) deliver to the Agent on or before March 1, 1999
(or with respect to the IPC Companies, on or before the IPC
Perfection Date), (A) subject to clause (a) of this Section
9.10, properly executed and completed intellectual property
assignments for all intellectual property of the Borrower and
the Significant Subsidiaries registered in jurisdictions
outside the United States of America and (B) sufficient real
property descriptions to attach to each UCC fixture filing
financing statements so that such statements can be filed in
the real property records in all jurisdictions in which the
Borrower's and each Significant Subsidiary owns any fixtures;
provided, however, that neither the Borrower nor any
Significant Subsidiary shall have an obligation to provide any
such real property descriptions with respect to any of its
leasehold estates if (x) no such real property description is
available after Commercially Reasonable Efforts to obtain the
same are made or (b) the lease (or other agreement) governing
such leasehold estate prohibits liens on fixtures or the
delivery of a real property description and the Borrower is
unable, after Commercially Reasonable Efforts are made to
obtain the applicable landlord's consent, to obtain such
consent;
(ii) use Commercially Reasonable Efforts to obtain
and deliver to the Agent on or before March 1, 1999 (or with
respect to the IPC Companies on or before the IPC Perfection
Date) waivers, subordinations or acknowledgments from all
third parties who have possession or control of any Collateral
all in form and substance reasonably satisfactory to the
Agent, including, without limitation:
(A) agreements with the landlords of all
premises leased by the Borrower and any Significant
Subsidiary containing such consents and waivers as
the Agent may reasonably require (provided that
neither the Borrower nor any Subsidiary shall be
required to obtain any agreement from the following
landlords and properties as long as the inventory
held at the following properties constitutes raw
materials and the value of the inventory held at any
one of the following properties does not exceed Ten
Thousand Dollars ($10,000.00) at any time: Xxxxx
Brothers with respect to the transfer station located
in San Diego, California; Avanti Development, Inc.
with respect to the transfer station located in
Indianapolis, Maryland; Xxxxxx Xxxxxxxxxx with
respect to the office in Crowley, Louisiana; L.A.B.
Properties LLC with respect to the transfer station
in Harvey, Louisiana; Xxxxx & Xxxxx Xxxxxx with
respect to the transfer station in Freemen, South
Dakota; and Twin Oaks Associates with respect to the
closed transfer station located in Austin, Texas);
(B) agreements from each bank or brokerage
company holding any deposit, commodity or securities
account (excluding any such accounts all the funds in
which are held in trust for the benefit of employees
or in trust for the benefit of other third parties)
of the Borrower or any Significant Subsidiary with an
average monthly balance of over Twenty-Five Thousand
Dollars ($25,000) in any individual case (provided
that the aggregate average monthly balance of all
accounts not subject to an agreement of the type
described in this clause (B) shall not exceed One
Hundred Thousand Dollars ($100,000)) granting the
Agent control over such accounts and containing such
other agreements as the Agent may reasonably require;
and
(C) agreements with inventory processors
governing inventory of the Borrower or any
Significant Subsidiary containing such consents and
waivers as the Agent may reasonably require; and
(iii) except as permitted by clause (a) of this
Section 9.10, deliver to the Agent as soon as possible (or
with respect to the IPC Companies, on or before the IPC
Perfection Date or, with respect to titles applicable to the
IPC Companies not in the possession of Borrower or a
Subsidiary, as soon as possible thereafter) all certificates
of title evidencing ownership of equipment of the Borrower and
the Significant Subsidiaries with such documentation as the
Agent may require to cause the Lien of the Agent to be
reflected thereon.
(c) Deposit Accounts. In the event Borrower or a Significant
Subsidiary is not able by March 1, 1999 (or with respect to the IPC
Companies, on or before the IPC Perfection Date) to obtain an agreement
of the type described in subsection 9.10(b)(ii)(B) from a bank holding
a deposit account with an average monthly balance of over Twenty-Five
Thousand Dollars ($25,000.00), Borrower or the applicable Significant
Subsidiary shall not use such account after, and shall close such
account by, March 31, 1999 (or with respect to the IPC Companies, the
date thirty (30) days after the IPC Perfection Date).
(d) Creation, Perfection and Protection of Liens on Real
Property. The Borrower agrees it shall, and shall cause the Significant
Subsidiaries to:
(i) Fee Owned Designated Property Mortgages. Execute
and deliver to the Agent on or before March 1, 1999 (or with
respect to the IPC Companies, on or before the IPC Perfection
Date) a Mortgage covering each parcel of Fee Owned Designated
Property, with a metes and bounds or other description of each
such parcel attached thereto sufficient to permit the filing
of such Mortgage in the applicable real property records;
(ii) Fee Owned Designated Property Related Documents.
Deliver to the Agent on or before May 7, 1999 (or with respect
to the IPC Companies, on or before the date thirty (30) days
after the IPC Perfection Date or with respect to the property
located in Alton, Iowa on or before July 7,1999), all of the
following in form and substance reasonably satisfactory to the
Agent with respect to each parcel of Fee Owned Designated
Property provided that no survey or title policy shall be
required for the properties listed below:
(A) a title insurance commitment and
all documentation evidencing any exceptions to
title reflected thereon;
(B) a survey of the parcel, certified by
a licensed surveyor;
(C) if required by the Agent, an
environmental report for the parcel, prepared by a
third party environmental engineer reasonably
acceptable to the Agent; and
(D) a lender's title insurance policy
(together with any required endorsements thereto)
issued by a title insurer reasonably satisfactory to
the Agent in an amount equal to the fair market value
of the underlying property.
The properties excluded from the requirement that a survey and
title policy be obtained are the properties of the Borrower
located at the following addresses or in the following
jurisdictions:
1. 00 X. Xxx Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx
2. Portion of land is Section 0, Xxxxxxxx 00 Xxxxxx
Xxxxxx, Xxxxxxxxx
3. West Point(Cuming County), Nebraska
4. 0000 Xxxxxxxx Xxxxxx, Xxxxxxx New, York
5. Xxxxxxxxx Xxxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx
0. Xxxxxxxx(Xxxxxxxxx Xxxxxx), Xxxxxx
7. Pittston aka Scranton (Luzerne County) Pennsylvania
8. 8423 Quintanta San Antonio (Bexar County ), Texas
9. Tracts A, E & F, Lynchburg, Virginia
(iii) Landlord Consents. Use Commercially Reasonable
Efforts to obtain by March 1, 1999 (or with respect to the IPC
Companies, on or before the IPC Perfection Date) from each
landlord of each parcel of Designated Leased Property, a
consent to the grant by the Borrower of a Lien to the Agent in
the Borrower's interest in the related leasehold estate, such
consent to contain customary consents, estoppels and
nondisturbance provisions and to otherwise be in form and
substance reasonably satisfactory to the Agent (each a
"Landlord Consent" and the term "Designated Leased Property"
means leasehold estates of the Borrower which the Agent has
designated to be mortgaged to the Agent for the benefit of the
Secured Parties based on the value of the leasehold estate,
either in and of itself or because of its importance to the
operations of the Borrower and the Subsidiaries);
(iv) Leasehold Properties Mortgage. For each
Designated Leased Property for which a Landlord Consent has
been delivered in accordance with the forgoing clause (iii),
execute and deliver to the Agent on or before March 10, 1999
(or with respect to the IPC Companies, on or before the date
ten (10) days after the related Landlord Consent is delivered)
a Mortgage covering each such parcel of Designated Leased
Property, with a metes and bounds or other description of each
such parcel attached thereto sufficient to permit the filing
of such Mortgage in the applicable real property records;
(v) Designated Leased Property Related Documents.
Deliver to the Agent on or before May 7, 1999 (or with respect
to the IPC Companies, on or before the date thirty (30) days
after the IPC Perfection Date), all of the following in form
and substance reasonably satisfactory to the Agent with
respect to each parcel of Designated Leased Property for which
a Landlord Consent has been delivered in accordance with the
foregoing clause (iii):
(A) a copy and, if available, a summary
of, the lease agreement;
(B) if the Agent reasonably requires, a
title insurance commitment and all documentation
evidencing any exceptions to title reflected thereon;
(C) if available or if the Agent otherwise
reasonably requires, a survey of the parcel,
certified by a licensed surveyor;
(D) if required by the Agent, an
environmental report for the parcel, prepared by a
third party environmental engineer reasonably
acceptable to the Agent; and
(E) if required by the Agent, a lender's
title insurance policy (together with any required
endorsements thereto) issued by a title insurer
satisfactory to the Agent in an amount equal to the
fair market value of the underlying property.
If requested by the Agent or required by applicable law, the Borrower
shall deliver or cause to be delivered from time to time to the Agent a
current appraisal of each parcel of real property covered by a Mortgage
that has a material value (as determined by the Agent), such appraisals
to be in form and substance reasonably satisfactory to the Agent;
provided that unless required by applicable law or unless a Default
exists, the Agent shall not be permitted to require more than one
appraisal for each such parcel of real property during any calendar
year at the Borrower's expense. If no environmental report has been
delivered with respect to a parcel of real property pursuant to clauses
(d)(ii)(C) or (d)(v)(D) of this Section 9.10, the Agent may at any time
after the date hereof require that the Borrower deliver to the Agent a
current environmental report applicable to such parcel of property,
such environmental report to be in form and substance reasonably
satisfactory to the Agent and to be prepared by a third party
environmental engineer reasonably acceptable to the Agent. Under the
provisions of the forgoing sentence and clauses (d)(ii)(C) or (d)(v)(D)
of this Section 9.10, the Borrower shall be required to deliver only
one environmental report with respect to each parcel of property. With
respect to any parcel of real property of the Borrower or a Significant
Subsidiary for which an environmental report has been obtained, if the
Agent has reason to believe that the environmental condition of such
parcel is, becomes or could become impaired or the Agent has reason to
believe Borrower, any Subsidiary, Agent or any Bank may be subject to
Environmental Liabilities as a result of, or in connection with, such
parcel, or a Default exists, then the Agent may require from time to
time the delivery of, and the Borrower shall deliver or cause to be
delivered from time to time to the Agent, an update of, or supplement
to, any existing environmental report applicable to such parcel of
property, such update or supplement to be in form and substance
reasonably satisfactory to the Agent and to be prepared by a third
party environmental engineer reasonably acceptable to the Agent. With
respect to any parcel of property, without the consent of the Secured
Parties, the Agent may determine not to require the Borrower or a
Significant Subsidiary to xxxxx x Xxxx in its favor thereon if the
Agent finds that the environmental condition of such property is not
satisfactory to the Agent.
(e) Insignificant Subsidiaries. If any Insignificant
Subsidiary's (or the aggregate amount of the Insignificant
Subsidiaries') net worth or total assets increases so that it and/or
any other such Subsidiary becomes a Significant Subsidiary, the
Borrower shall cause each such Significant Subsidiary to execute and
deliver such documentation as the Agent may request to cause such
Significant Subsidiary to evidence, perfect, or otherwise implement the
guaranty of and security for the Obligations contemplated by the
Guaranty and the Subsidiary Security Agreement.
ARTICLE 3
Ratifications, Representations and Warranties
Section 1.3 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Agreement and except as expressly modified and superseded by this Amendment,
the terms and provisions of the Agreement and the other Loan Documents are
ratified and confirmed and shall continue in full force and effect. Borrower,
the Agent, and the Banks party hereto agree that the Agreement as amended hereby
and the other Loan Documents shall continue to be legal, valid, binding and
enforceable in accordance with their respective terms.
Section 1.4 Representations and Warranties. Borrower hereby represents and
warrants to Agent and the Banks as follows: (i) the execution, delivery and
performance of this Amendment has been authorized by all requisite action on the
part of Borrower and each Obligated Party and will not violate the articles of
incorporation or bylaws of Borrower or any Obligated Party; (ii) the
representations and warranties contained in the Agreement, as amended hereby,
and any other Loan Document (including, without limitation, the representations
and warranties set forth in Section 8.13 of the Agreement as they relate to the
letters provided by the Borrower which requested the changes to the Agreement
contemplated hereby) are true and correct on and as of the date hereof as though
made on and as of the date hereof except for such representations and warranties
limited by their terms to a specific date; (iii) no Default nor Event of Default
has occurred and is continuing; (iv) Borrower and each Obligated Party is in
full compliance with all covenants contained in the Agreement, as amended
hereby, and each Loan Document; (v) Farmland Industries, Inc. no longer has (and
is not anticipated to have) possession or control over any Collateral; (vi)
Borrower has provided the Agent and the Banks with a true, correct and complete
copy of the Stock Purchase Agreement; and (vii) the Stock Purchase Agreement has
been duly executed and delivered by Borrower and Scope Products, Inc.
ARTICLE 4
Miscellaneous
Section 1.5 Survival of Representations and Warranties. All representations and
warranties made in this Amendment or any other Loan Document including any Loan
Document furnished in connection with this Amendment shall survive the execution
and delivery of this Amendment and the other Loan Documents, and no
investigation by Agent or any Bank or any closing shall affect the
representations and warranties or the right of Agent or any Bank to rely upon
them.
Section 1.6 Reference to Agreement. Each of the Loan Documents are hereby
amended so that any reference in such Loan Documents to the Agreement shall mean
a reference to the Agreement as amended hereby.
Section 1.7 Expenses of Bank. As provided in the Agreement, Borrower agrees to
pay on demand all costs and expenses incurred by Agent in connection with the
preparation, negotiation, and execution of this Amendment, including without
limitation, the costs and fees of Agent's legal counsel.
Section 1.8 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 1.9 Applicable Law. This Amendment and all other Loan Documents executed
pursuant hereto shall be governed by and construed in accordance with the laws
of the State of Texas and the applicable laws of the United States of America.
Section 1.10 Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the Agent, each Bank and Borrower and their respective
successors and assigns, except Borrower may not assign or transfer any of its
rights or obligations hereunder without the prior written consent of the Banks.
Section 1.11 Counterparts. This Amendment may be executed in one or more
counterparts and on telecopy counterparts, each of which when so executed shall
be deemed to be an original, but all of which when taken together shall
constitute one and the same agreement.
Section 1.12 Effect of Waiver. No consent or waiver, express or implied, by
Agent or any Bank to or for any breach of or deviation from any covenant,
condition or duty by Borrower or any Obligated Party shall be deemed a consent
or waiver to or of any other breach of the same or any other covenant, condition
or duty.
Section 1.13 Headings. The headings, captions, and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.
Section 1.14 ENTIRE AGREEMENT. THIS AMENDMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL
AGREEMENTS AMONG THE PARTIES HERETO.
Section 1.15 Required Banks. Pursuant to Section 14.11 of the Agreement, Section
9.10 of the Agreement may be modified with the agreement of the Required Banks
which means Banks having either a direct or, in the case of Swingline Loans,
participation interests in the following calculated without duplication: (a)
sixty-six and two-thirds percent (66_%) or more of the Revolving Commitments and
the aggregate outstanding principal amount of the Term Loans or (b) if the
Revolving Commitments have terminated, sixty-six and two-thirds percent (66_%)
or more of the sum of (i) the outstanding principal amount of the Loans and (ii)
the participations in outstanding Letter of Credit Liabilities (such percentage
applicable to a Bank, herein such Bank's "Required Bank Percentage"). For
purposes of determining the effectiveness of this Amendment, each Bank's
Required Bank Percentage is set forth on Schedule 5.11 hereto.
Executed as of the date first written above.
BORROWER:
DARLING INTERNATIONAL INC.
By: /s/ Xxxx Xxxxxxxx
------------------------------
Xxxx Xxxxxxxx, Treasurer
AGENT AND BANKS:
BANKBOSTON, N.A.,as Agent and as a Bank
By: /s/ Xxxxx Xxxxx
----------------------------
Xxxxx Xxxxx
Vice President
CO-AGENTS:
CREDIT LYONNAIS NEW YORK BRANCH
By:
Name:
Title:
COMERICA BANK
By:
Xxxxxxxx X. Xxxxxxxxx, III
Vice President
XXXXX FARGO BANK (TEXAS), NATIONAL ASSOCIATION
By:
Xxxxx Xxxxxxx
Vice President
OTHER BANKS:
XXXXXX TRUST AND SAVINGS BANK
By:
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Xxxxxxx X. Xxxxxx
Vice President
HIBERNIA NATIONAL BANK
By:
Xxxxx Xxxxxxx
Vice President
THE SUMITOMO BANK, LIMITED
By:
Name:
Title:
By:
Name:
Title:
SUNTRUST BANK, ATLANTA
By:
F. Xxxxxx Xxxxxxx
Vice President
By:
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By:
Name:
Title:
By:
Name:
Title:
THE FUJI BANK, LIMITED - NEW YORK BRANCH
By:
Name:
Title:
NATIONSBANK, N.A.
By:
Xxxxxxx X. Xxxxxxxxxxx, XX
Senior Vice President
THE BANK OF NOVA SCOTIA
By:
Name:
Title:
BANK ONE, TEXAS, N.A.
By:
Name:
Title:
Obligated Party Consent
Each of the undersigned Obligated Parties: (i) consent and agree to
this Amendment; and (ii) agree that the Loan Documents to which it is a party
shall remain in full force and effect and shall continue to be the legal, valid
and binding obligation of such Obligated Party enforceable against it in
accordance with their respective terms.
OBLIGATED
PARTIES:
DARLING RESTAURANT SERVICES INC.
ESTEEM PRODUCTS INC.
INTERNATIONAL PROCESSING CORPORATION
INTERNATIONAL TRANSPORTATION SERVICE, INC.
THE STANDARD TALLOW CORPORATION
By:
Xxxx Xxxxxxxx, Treasurer of each of
the forgoing companies
Schedule 5.11
to
First Amendment to Amended and Restated Credit Agreement
REQUIRED BANK PERCENTAGES
BANK Required Bank Banks Agreeing
Percentage to Amendment
----------------------------------------------- ----------------- -------------
BankBoston, N.A. 11.11111111% 11.11111111%
----------------------------------------------- ----------------- -------------
Credit Lyonnais 9.33333333% 9.33333333%
----------------------------------------------- ----------------- -------------
Comerica Bank 9.33333333% 9.33333333%
----------------------------------------------- ----------------- -------------
Xxxxx Fargo Bank (Texas), N.A. 9.33333333%
----------------------------------------------- ----------------- -------------
Xxxxxx Trust and Savings Bank 9.33333333% 9.33333333%
----------------------------------------------- ----------------- -------------
The First National Bank of Chicago 9.33333333% 9.33333333%
----------------------------------------------- ----------------- -------------
Hibernia National Bank 5.77777778%
----------------------------------------------- ----------------- -------------
The Sumitomo Bank, Limited 5.77777778% 5.77777778%
----------------------------------------------- ----------------- -------------
Suntrust Bank, Atlanta 5.77777778% 5.77777778%
----------------------------------------------- ----------------- -------------
Caisse Nationale De Credit Agricole 4.44444444% 4.44444444%
----------------------------------------------- ----------------- -------------
The Fuji Bank, Limited - Houston Agency 5.77777778% 5.77777778%
----------------------------------------------- ----------------- -------------
NationsBank, N.A. 4.44444444% 4.44444444%
----------------------------------------------- ----------------- -------------
The Bank of Nova Scotia 5.00000000% 5.00000000%
----------------------------------------------- ----------------- -------------
Bank One, Texas, N.A. 4.44444444% 4.44444444%
----------------------------------------------- ----------------- -------------
Total 100% 84.88888887%
----------------------------------------------- ----------------- -------------
