CREDIT AGREEMENT dated as of December 17, 2010 among The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF MONTREAL, acting under its trade name BMO CAPITAL MARKETS as Syndication Agent PNC BANK, N.A. and GOLDMAN...Credit Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • New York
PAGE ARTICLE I. DEFINITIONS 1 Defined Terms 1 Classification of Loans and Borrowings 23 Terms Generally 23 Accounting Terms; GAAP 24 Section 1.05. Business Days; Payments 24 ARTICLE II. THE CREDITS 24 Commitments 24 Loans and Borrowings 25 Requests for Borrowings 25 Swingline Loans 26 Letters of Credit 27 Funding of Borrowings 30 Interest Elections 31 Termination and Reduction of Commitments 32 Repayment of Loans; Evidence of Debt 33 Amortization of Term Loans 33 Prepayment of Loans 34 Fees 36 Interest 37 Alternate Rate of Interest 37 Increased Costs 38 Break Funding Payments 39 Taxes 39 Payments Generally; Pro Rata Treatment; Sharing of Set-Offs; Proceeds of Collateral 41 Mitigation Obligations; Replacement of Lenders 43 Incremental Facilities 44 Defaulting Lenders 46 ARTICLE III. REPRESENTATIONS AND WARRANTIES 48 Organization; Powers 48 Authorization; Enforceability 48 Governmental Approvals; No Conflicts 48 Financial Condition; No Material Adverse Change 48 Properties 49 Litigation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • New York
This REGISTRATION RIGHTS AGREEMENT dated December 17, 2010 (this “Agreement”) is entered into by and among Darling International Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), Goldman, Sachs & Co., BMO Capital Markets, Corp. and PNC Capital Markets LLC (collectively the “Initial Purchasers”).
SECURITY AGREEMENTSecurity Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • New York
THIS SECURITY AGREEMENT (the “Agreement”), dated as of December 17, 2010, by and among DARLING INTERNATIONAL INC., a Delaware corporation (the “Borrower”), the undersigned Subsidiary Loan Parties and any other Subsidiary Loan Party who may become a party hereto pursuant to the execution and delivery of a Subsidiary Joinder Agreement (each a “Debtor” and collectively the “Debtors”) and JPMORGAN CHASE BANK, N.A., as administrative agent for the Secured Parties (the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • Kentucky
This Employment Agreement (this “Agreement”) is made and entered into as of December 17, 2010, by and among Darling International Inc., a Delaware corporation (“Parent”), Griffin Industries, Inc., a Kentucky corporation and, upon consummation of the Merger (as defined below), wholly owned subsidiary of Parent (“Employer”), and Martin W. Griffin (“Employee”). Parent, Employer and Employee are collectively referred to herein as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 17, 2010, and entered into by and among Darling International Inc., a Delaware corporation (the “Company”), and each of the stockholders listed on the signature pages hereto (individually, a “Holder,” and collectively, the “Holders”).
MARTOM PROPERTIES, LLC, LESSOR GRIFFIN INDUSTRIES, INC., LESSEE BUTLER, PENDLETON COUNTY, KENTUCKY GROUND LEASEGround Lease • December 20th, 2010 • Darling International Inc • Fats & oils • Kentucky
THIS GROUND LEASE (this “Lease”) is entered into effective as of December 17, 2010, by and between MARTOM PROPERTIES, LLC, a Kentucky Limited Liability Company (“Lessor”) and GRIFFIN INDUSTRIES, INC., a Kentucky corporation (“Lessee”), as follows:
MARTOM PROPERTIES, LLC, LESSOR GRIFFIN INDUSTRIES, INC., LESSEE HENDERSON COUNTY, KENTUCKY LEASELease • December 20th, 2010 • Darling International Inc • Fats & oils • Kentucky
THIS LEASE (this “Lease”) is entered into effective as of December 17, 2010, by and between MARTOM PROPERTIES, LLC, a Kentucky Limited Liability Company (“Lessor”) and GRIFFIN INDUSTRIES, INC., a Kentucky corporation (“Lessee”), as follows:
GUARANTY AGREEMENTGuaranty Agreement • December 20th, 2010 • Darling International Inc • Fats & oils • New York
This GUARANTY AGREEMENT, dated as of December 17, 2010 (this “Guaranty Agreement”), is made by each of the undersigned Subsidiary Loan Parties and any Subsidiary Loan Party hereafter added as a Guarantor (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 20th, 2010 • Darling International Inc • Fats & oils • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 17, 2010, among Griffin Industries, Inc. (“Griffin”), a Kentucky corporation and subsidiary of Darling International Inc., a Delaware corporation (the “Issuer”), Craig Protein Division, Inc., a Georgia Corporation and subsidiary of Griffin (together with Griffin, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the Issuer and U.S. Bank National Association, as trustee (the “Trustee”).
