EXHIBIT 3
SECOND AMENDMENT TO RECAPITALIZATION AGREEMENT
THIS SECOND AMENDMENT TO RECAPITALIZATION AGREEMENT ("Second Amendment") is
entered into effective as of April 29, 2002, among DARLING INTERNATIONAL INC., a
Delaware corporation, as Borrower ("Borrower"), CREDIT LYONNAIS NEW YORK BRANCH,
as Agent ("Agent"), and the other Banks party to the hereinafter defined
Recapitalization Agreement (the "Banks").
Reference is made to the Recapitalization Agreement dated effective as of
March 15, 2002, by and among Borrower, Agent and the Banks as amended by that
certain First Amendment to Recapitalization Agreement dated as of April 1, 2002
(the "Recapitalization Agreement").
RECITALS
A. Borrower, Agent and the Banks are party to the Recapitalization Agreement
which, among other things, modified that certain Amended and Restated Credit
Agreement dated effective as of January 22, 1999 (as the same may have been
heretofore amended, supplemented, or modified, the "Original Agreement") and
provides for the amendment and restatement of the Original Agreement in
accordance with the terms and provisions of the New Credit Agreement (as defined
in the Recapitalization Agreement), subject to the other terms and conditions
contained in the Recapitalization Agreement.
B. Borrower has requested that Agent and the Banks modify and amend certain
terms and provisions of the Recapitalization Agreement, and Agent and the Banks
are agreeable to so modify and amend the Recapitalization Agreement subject to
the terms and conditions set forth herein.
Accordingly, for adequate and sufficient consideration, the parties hereto
agree as follows:
Paragraph 1. Definitions. Unless otherwise defined in this Second Amendment,
capitalized terms used herein shall have the meaning set forth in the
Recapitalization Agreement.
Paragraph 2 Second Amendment. The Recapitalization Agreement is hereby
amended by:
(a) replacing each reference to the date "April 30, 2002" in Section
9.1 of the Recapitalization Agreement and in subparagraphs 2(a) and 2(f) of
Exhibit B to the Recapitalization Agreement with the date "May 31, 2002".
(b) adding the following to the end of the table set forth in
subparagraph 2(e) of Exhibit B to the Recapitalization Agreement:
"May 31, 2002 $9,200,000"
(c) supplementing Exhibit B-1 to Exhibit B of the Recapitalization
Agreement by adding Annex B-1 attached hereto to such Exhibit B-1.
(d) replacing Exhibits F-2 and F-3 to the Recapitalization Agreement,
in their respective entireties, with Exhibits F-2 and F-3 attached hereto.
(e) deleting subsection 7.1(d) of Exhibit L of the Recapitalization
Agreement, in its entirety, and renumbering subsection 7.1(e) of such
Exhibit L as subsection 7.1(d).
(f) replacing section 9.13 of Exhibit L to the Recapitalization
Agreement, in its entirety, with the following:
"Section 9.13 Payment of Adjusted Existing Accrued Interest.
Borrower shall pay to the Agent, for the ratable benefit of the
Term Banks, in immediately
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available funds, an amount equal to the Adjusted Existing Accrued
Interest on the thirtieth (30th) day after the Closing Date."
(g) adding the following proviso to the end of the second sentence in
Section 9.5 of Exhibit L to the Recapitalization Agreement:
"; provided, however, that any such insurance policy may be
cancelable for non-payment of applicable premiums upon not less
than ten (10) days prior written notice to the Agent."
(h) adding the following sentence to the end of Section 9.7 of the
Recapitalization Agreement:
"Upon any assignment by a Bank of its rights under this
Agreement in accordance with this Section 9.7 prior to the
Consummation Date, all references in this Agreement to the Banks,
their respective percentages of the Exchange Debt, and their
commitments under the New Credit Agreement (including, without
limitation, on Schedule 2.2B and the signature pages to Exhibits E
and L to this Agreement) shall be and be deemed to be modified and
supplemented to reflect such assignment."
Paragraph 3. Effective Date. This Second Amendment shall be effective on the
date (the "Effective Date") Agent shall have received (i) counterparts of this
Second Amendment, executed by Borrower, Agent and the Holders, and (ii) an
updated financial budget and projection by week for the months of May and June
of 2002, substantially similar in format to the Cash Budget (as defined in the
Forbearance Agreement) and otherwise in form and substance satisfactory to the
Holders.
Paragraph 4. Acknowledgment and Ratification. As a material inducement to
Agent and the Banks to execute and deliver this Second Amendment, Borrower (a)
consents to the agreements in this Second Amendment and (b) agrees and
acknowledges that the execution, delivery, and performance of this Second
Amendment shall in no way release, diminish, impair, reduce, or otherwise affect
the respective obligations of Borrower under the Recapitalization Agreement,
which shall remain in full force and effect, and all rights thereunder are
hereby ratified and confirmed.
Paragraph 5. Representations. As a material inducement to Agent and the
Banks to execute and deliver this Second Amendment, Borrower represents and
warrants to Agent and the Banks that as of the Effective Date of this Second
Amendment and as of the date of execution of this Second Amendment, (a) all
representations and warranties in the Recapitalization Agreement are true and
correct in all material respects as though made on the date hereof, except to
the extent that any of them speak to a different specific date, and (b) no
default or event or condition exists which, with the passage of time or the
giving of notice, or both, would constitute a default under the Recapitalization
Agreement.
Paragraph 6. Expenses. Borrower shall pay all costs, fees, and expenses paid
or incurred by Agent incident to this Second Amendment, including, without
limitation, the fees and expenses of Agent's counsel in connection with the
negotiation, preparation, delivery, and execution of this Second Amendment and
any related documents.
Paragraph 7. Miscellaneous. Unless stated otherwise (a) the singular number
includes the plural and vice versa and words of any gender include each other
gender, in each case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Second Amendment shall be
governed by Delaware law, (d) if any part of this Second Amendment is for any
reason found to be unenforceable, all other portions of it nevertheless remain
enforceable, and (e) this Second Amendment may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed together to constitute
the same document.
Paragraph 8. ENTIRE AGREEMENT. THIS SECOND AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS SECOND AMENDMENT
AND MAY NOT BE
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CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
Paragraph 9. Parties. This Second Amendment binds and inures to the benefit
of Borrower, Agent, Banks, and their respective successors and assigns.
The parties hereto have executed this Second Amendment in multiple
counterparts to be effective as of the Effective Date.
Remainder of Page Intentionally Blank.
Signature Pages to Follow
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COMPANY:
DARLING INTERNATIONAL INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Treasurer
ADDRESS FOR NOTICES:
000 X'Xxxxxx Xxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Fax No.: 000-000-0000
Telephone No.: 000-000-0000
Attention: Treasurer
AGENT:
CREDIT LYONNAIS NEW YORK BRANCH
individually as a Bank and as the Agent
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
ADDRESS FOR NOTICES:
Credit Lyonnais New York Branch
1301 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
Attention: Xx. Xxxxx Xxxxxxx
WITH A COPY TO:
Credit Lyonnais Dallas Branch
0000 Xxxx Xxxxxx, Xxxxx 0000 Xxxx
Xxxxxx, Xxxxx 00000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
Attention: Xxxxx Xxxxx
BANKS:
ARK CLO 2000-1, LIMITED
By: Patriarch Partners, LLC,
its Collateral Manager
By: /s/ Xxxx Xxxxxx
--------------------------
Name: Xxxx Xxxxxx
Title: Manager
ADDRESS FOR NOTICES:
Ark CLO 2000-1, Limited
c/o Patriarch Partners, LLC
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxx Xxxxx/Xxxx Xxxxxx
And
Woodside Capital Management, LLC
00 Xxxxxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxx, XX 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
BANK ONE N.A.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
ADDRESS FOR NOTICES:
Bank One N.A.
Mail Code IL1-0631
0 Xxxx Xxx Xxxxx
Xxxxxxx, XX 00000
CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C.,
its general partner
By: /s/ Xxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxx
Title: Attorney in Fact
ADDRESS FOR NOTICES:
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxx
AVENUE SPECIAL SITUATIONS FUND II L.P.
By: Avenue Capital Management II, LLC
Its General Partner
By: GLS Partners II, LLC,
Managing Member
Of General Partner
By: /s/ Xxxx Xxxxx
--------------------------
Name: Xxxx Xxxxx
Title: Managing Member
ADDRESS FOR NOTICES:
Avenue Special Situations Fund II
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
CREDIT AGRICOLE INDOSUEZ
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxx xxx Xxxxxxx
--------------------------
Name: Xxx xxx Xxxxxxx
Title: Vice President
ADDRESS FOR NOTICES:
Credit Agricole Indosuez, New York Branch
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
Attention: Xxxxxxxx Xxxxxxx
PPM AMERICA SPECIAL INVESTMENTS FUND, LP
By: PPM America, Inc., as its
attorney-in-fact
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
ADDRESS FOR NOTICES:
PPM America, Inc.
000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Tel No.: 000-000-0000
Fax No.: 000-000-0000
Attention: Xxxxx Xxxxxxxxxx
Senior Managing Director
XXXXX FARGO BANK (TEXAS) NATIONAL
ASSOCIATION
By: /s/ Xxxxx X. Xxxxx
--------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Address for Notices:
Xxxxx Fargo Bank (Texas) National
Association
0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
EXHIBITS (OMITTED)
