0000916540-04-000002 Sample Contracts

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”).

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NOTE PURCHASE AGREEMENT by and among DARLING INTERNATIONAL INC., THE GUARANTORS PARTY HERETO and THE PURCHASERS SET FORTH ON ANNEX A HERETO December 31, 2003
Note Purchase Agreement • January 8th, 2004 • Darling International Inc • Fats & oils • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2003, is by and among Darling International Inc., a Delaware corporation (the “Company”), the Guarantors party hereto from time to time and the securities purchasers set forth on Annex A hereto (the “Purchasers”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article I hereof.

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