Common use of Governing Law; Counterparts; Miscellaneous Clause in Contracts

Governing Law; Counterparts; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. (b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (c) Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment. (d) No amendment, modification, termination or waiver of any term or provision of this Amendment, and no consent to any departure by the Borrower from this Amendment, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Banks. (e) From and after the First Amendment Effective Date, all references in the Agreement to the "Agreement" shall be deemed to be references to such Agreement as modified hereby. (f) Borrower agrees to pay promptly the reasonable fees and expenses of counsel to Administrative Agent for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment. (g) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SIGNATURE TO FOURTH AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned parties have executed this Amendment to be effective for all purposes as of the date above first written. BORROWER: DARLING INTERNATIONAL INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer ADMINIISTRATIVE AGENT: CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and as Administrative Agent By: /s/ Atilla Koc Name: Atilla Koc Title: Senior Vice President BANKS: ARK CLO 2000-1, LIMITED BY: Patriarch Partners, LLC, its Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager BANK ONE N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.L.C., its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Atorney In Fact AVENUE SPECIAL SITUATIONS FUND II, L.P. By: Avenue Capital Partners II, LLC, its General Partner By: GLS Partners II, LLC, Managing Member of General Partner By: Name: Title: 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 PPM AMERICA SPECIAL INVESTMENTS FUND, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director DAPLE, S.A. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director XXXXX FARGO BANK (TEXAS) NATIONAL ASSOCIATION By: Name:

Governing Law; Counterparts; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. (b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (c) Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment. (d) No amendment, modification, termination or waiver of any term or provision of this Amendment, and no consent to any departure by the Borrower from this Amendment, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Banks. (e) From and after the First Second Amendment Effective Date, all references in the Agreement to the "Agreement" shall be deemed to be references to such Agreement as modified hereby. (f) Borrower agrees to pay promptly the reasonable fees and expenses of counsel to Administrative Agent for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment. (g) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SIGNATURE TO FOURTH SECOND AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned parties have executed this Amendment to be effective for all purposes as of the date above first written. BORROWER: DARLING INTERNATIONAL INC. By: /s/ Xxxx Xxxxxxxx X. Xxxx Name: Xxxx Xxxxxxxx X. Xxxx Title: Treasurer Executive Vice President Finance and Administration ADMINIISTRATIVE AGENT: CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and as Administrative Agent By: /s/ Atilla Koc Name: Atilla Koc Title: Senior Vice President BANKS: ARK CLO 2000-1, LIMITED BY: Patriarch Partners, LLC, its Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager Authorized Signatory BANK ONE N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.L.C., its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Atorney In Fact AVENUE SPECIAL SITUATIONS FUND II, L.P. By: Avenue Capital Partners II, LLC, its General Partner By: GLS Partners II, LLC, Managing Member of General Partner By: Name: Title: CREDIT AGRICOLE INDOSUEZ By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President By: /s/ Xxx Xxx Xxxxxxx Xxxxxx X. Xxxxxxxx Name: Xxx Xxx Xxxxxxx Xxxxxx X. Catarina Title: Vice President PPM AMERICA SPECIAL INVESTMENTS FUND, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President DAPLE, S.A. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President XXXXX FARGO BANK (TEXAS) NATIONAL ASSOCIATION ASSOC. By: Name:

Governing Law; Counterparts; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. (b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (c) Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment. (d) No amendment, modification, termination or waiver of any term or provision of this Amendment, and no consent to any departure by the Borrower from this Amendment, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Banks. (e) From and after the First Third Amendment Effective Date, all references in the Agreement to the "Agreement" shall be deemed to be references to such Agreement as modified hereby. (f) Borrower agrees to pay promptly the reasonable fees and expenses of counsel to Administrative Agent for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment. (g) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SIGNATURE TO FOURTH THIRD AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned parties have executed this Amendment to be effective for all purposes as of the date above first written. BORROWER: DARLING INTERNATIONAL INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer ADMINIISTRATIVE AGENT: CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and as Administrative Agent By: /s/ Atilla Koc Name: Atilla Koc Title: Senior Vice President BANKS: ARK CLO 2000-1, LIMITED BY: Patriarch Partners, LLC, its Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager BANK ONE N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.L.C., its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Atorney Attorney In Fact AVENUE SPECIAL SITUATIONS FUND II, L.P. By: Avenue Capital Partners 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 CREDIT AGRICOLE INDOSUEZ By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President By: /s/ Xxx Xxx Xxxxxxx xxx Xxxxxx Name: Xxx Xxx Xxxxxxx xxx Xxxxxx Title: Vice President PPM AMERICA SPECIAL INVESTMENTS FUND, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President DAPLE, S.A. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director XXXXX FARGO BANK (TEXAS) NATIONAL ASSOCIATION By: Name:Xxxxxx

Governing Law; Counterparts; Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. (b) This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. (c) Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment. (d) No amendment, modification, termination or waiver of any term or provision of this Amendment, and no consent to any departure by the Borrower from this Amendment, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the Required Banks. (e) From and after the First Fourth Amendment Effective Date, all references in the Agreement to the "Agreement" shall be deemed to be references to such Agreement as modified hereby. (f) Borrower agrees to pay promptly the reasonable fees and expenses of counsel to Administrative Agent for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment. (g) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] SIGNATURE TO FOURTH AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF, the undersigned parties have executed this Amendment to be effective for all purposes as of the date above first written. BORROWER: DARLING INTERNATIONAL INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Treasurer ADMINIISTRATIVE AGENT: CREDIT LYONNAIS NEW YORK BRANCH, individually as a Bank and as Administrative Agent By: /s/ Atilla Koc Name: Atilla Koc Title: Senior Vice President BANKS: ARK CLO 2000-1, LIMITED BY: Patriarch Partners, LLC, its Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Manager BANK ONE N.A. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.L.C., its general partner By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Atorney In Fact AVENUE SPECIAL SITUATIONS FUND II, L.P. By: Avenue Capital Partners II, LLC, its General Partner By: GLS Partners II, LLC, Managing Member of General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Member CREDIT AGRICOLE INDOSUEZ By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President By: /s/ Xxx Xxx Xxxxxxx Xxxxxx X. Xxxxxxxx Name: Xxx Xxx Xxxxxxx Xxxxxx X. Catarina Title: Vice President PPM AMERICA SPECIAL INVESTMENTS FUND, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Xxxxxx Title: Managing Director Vice President DAPLE, S.A. By: PPM America, Inc., as its attorney-in-fact By: /s/ Xxxxxx X. Xxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director XXXXX FARGO BANK (TEXAS) NATIONAL ASSOCIATION By: Name:Xxxxxx