0000916540-03-000016 Sample Contracts

MASTER LEASE AGREEMENT
Master Lease Agreement • August 12th, 2003 • Darling International Inc • Fats & oils

This Lease contains the general terms that apply to the leasing of property from Lessor to Lessee. Additional terms that apply shall be contained in a Schedule. Capitalized terms used herein are defined (i) in the context in which such term is used below, (ii) under the heading “Specific Terms” set forth below, or (iii) in an applicable Schedule. Lessee and Lessor hereby agree as follows:

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2003 • Darling International Inc • Fats & oils • Texas

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of June 30, 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").

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2003 • Darling International Inc • Fats & oils • Texas

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of December 26, 2002, 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").

Contract
Employment Agreement • August 12th, 2003 • Darling International Inc • Fats & oils

Amendment No. 1 dated as of July 1, 2003 (the "Amendment") to Employment Agreement, dated as of February 3, 2003, by and between Darling International Inc., a Delaware corporation ("Employer" or the "Company") and Randall C. Stuewe ("Employee").

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2003 • Darling International Inc • Fats & oils • Texas

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of September 17, 2002, 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").

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 12th, 2003 • Darling International Inc • Fats & oils • Texas

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of March 28, 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").

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