EXECUTION VERSION Registration Rights AgreementRegistration 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).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 10th, 2014 • Darling International Inc • Fats & oils • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (the “Agreement”), dated as of January 6, 2014, by and among DARLING INTERNATIONAL INC., a Delaware corporation (the “Parent Borrower”), the undersigned Subsidiaries and any other Subsidiary who may become a party hereto pursuant to the execution and delivery of a Subsidiary Joinder Agreement (together with the Parent Borrower, each a “Debtor” and collectively the “Debtors”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Secured Parties (the “Agent”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 6, 2014 among The Other Borrowers Party Hereto From Time to Time The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS BANK USA, BANK OF...Credit Agreement • January 10th, 2014 • Darling International Inc • Fats & oils • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 6, 2014 (this “Agreement”) among DARLING INTERNATIONAL INC., a Delaware corporation, the Canadian Borrower, the Dutch Parent Borrower, the LENDERS party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS BANK and BANK OF MONTREAL, acting under its trade name BMO CAPITAL MARKETS, as Syndication Agents (in such capacity, the “Syndication Agents”) and COBANK, ACB, COMERICA BANK, BANK OF AMERICA, N.A., THE ROYAL BANK OF SCOTLAND PLC, HSBC BANK USA, N.A., TD BANK, N.A., FIFTH THIRD BANK and REGIONS BANK, as Documentation Agents (in such capacity, the “Documentation Agents”).
Joinder to the Registration Rights Agreement January 8, 2014Joinder to the Registration Rights Agreement • January 10th, 2014 • Darling International Inc • Fats & oils • New York
WHEREAS, Darling Escrow Corporation (the “Issuer”) and Goldman, Sachs & Co. and J.P. Morgan Securities LLC, for themselves and on behalf of the several initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement heretofore executed and delivered a Registration Rights Agreement, dated January 2, 2014 (the “Registration Rights Agreement”);
SUPPLEMENTAL INDENTURESupplemental Indenture • January 10th, 2014 • Darling International Inc • Fats & oils • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 8, 2014, among Darling National LLC, a Delaware limited liability company, Darling Northstar LLC, a Delaware limited liability company, Darling Global Holdings Inc., a Delaware corporation, Griffin Industries LLC, a Kentucky limited liability company, Craig Protein Division, Inc., a Georgia corporation, Darling AWS LLC, a Delaware limited liability company, Terra Holding Company, a Delaware corporation, Terra Renewal Services, Inc., an Arkansas corporation and E.V. Acquisition, Inc., an Arkansas corporation (each, a “Guaranteeing Subsidiary”), each a Restricted Subsidiary of Darling International Inc., a Delaware corporation (the “Company”), Darling Escrow Corporation, a Delaware corporation (the “Issuer”), the Company and U.S. Bank National Association, as trustee (the “Trustee”).
SECOND AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • January 10th, 2014 • Darling International Inc • Fats & oils • New York
This SECOND AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of January 6, 2014 (this “Guaranty Agreement”), is made by and among the Parent Borrower (as defined below), each of the undersigned Subsidiary Loan Parties, any Subsidiary Loan Party hereafter added as a Guarantor (as defined below) and the Agent (as defined below).
