FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 13, 2015, is among DARLING INGREDIENTS INC., a Delaware corporation (the “Parent Borrower”), the other Borrowers party hereto, each of the Term A Lenders and Revolving Lenders which are parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”).

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of January 6, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) among the Parent Borrower, the other Borrowers party thereto, the Lenders party thereto from time to time, the Administrative Agent and the other agents part thereto. The Borrowers, the Administrative Agent and the Required TLA/RC Lenders party hereto now desire to amend the Credit Agreement as herein set forth.

Section 1. Definitions. Capitalized terms used in this Amendment, to the extent not otherwise defined herein, shall have the same meanings as in the Credit Agreement, as amended hereby.

Section 2. Amendment to the Credit Agreement. Section 7.02 of the Credit Agreement (as applicable on and after the Vion Acquisition Closing Date) is hereby amended and restated in its entirety as follows:

“Section 7.02. Total Leverage Ratio. As of the last day of each fiscal quarter commencing with the first full fiscal quarter following the Effective Date, the Parent Borrower shall not permit the Total Leverage Ratio to exceed 5.00 to 1.00.”

Section 3.1.    Representations and Warranties. The Borrowers represent and warrant that:

(a) at the time of and immediately after giving effect to this Amendment and any extension of credit to be made on the Amendment Effective Date (as defined below), the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects with the same force and effect as if such representations and warranties had been made on and as of such date except to the extent that such representations and warranties relate specifically to another date;

(b) at the time of and immediately after giving effect to this Amendment and any extension of credit to be made on the Amendment Effective Date, no Default has occurred and is continuing;

(c) the execution, delivery and performance of this Amendment and the transactions contemplated hereby are within each Borrower’s organizational power and have been duly authorized by all necessary corporate or other organizational action. This Amendment has been duly executed and delivered by each Borrower and constitutes a legal, valid and binding obligation of such Borrower (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

(d) the execution, delivery and performance of this Amendment: (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) for immaterial consents, approvals, registrations, filing or other actions, (b) will not violate (i) any applicable law or regulation or (ii) in any material respect, the charter, by-laws or other organizational documents of the Parent Borrower or any of its Restricted Subsidiaries or any order of any Governmental Authority binding on such Person, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Parent Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Parent Borrower or any of its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Parent Borrower or any of its Restricted Subsidiaries, except Liens created under and Liens permitted by the Loan Documents, except to the extent such violation or default referred to in clause (b)(i) or (c) above could not reasonably be expected to result in a Material Adverse Effect.

Section 4.1. Conditions. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(a)the Administrative Agent (or its counsel) shall have received from each party hereto (including the Required TLA/RC Lenders) either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy, portable document format (.pdf) or email transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment;

(b)no Default or Event of Default shall have occurred and be continuing or shall result from any extension of credit requested to be made on the Amendment Effective Date;

 

(c)the Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the conditions set forth in clause (b) of this Section 4.1 and that each of the representations and warranties made by any Loan Party contained in Section 3.1 above shall be true and correct on and as of the Amendment Effective Date after giving effect to the Amendment

and to any extension of credit requested to be made on the Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of such date;

(d)the Administrative Agent shall have received, for the benefit of each Term A Lender and Revolving Lender that is a party hereto on the Amendment Effective Date, an amendment fee in an amount equal to 0.05% of the amount of such Term A Lender’s and Revolving Lender’s outstanding Term A Loans and outstanding Revolving Commitments on the Amendment Effective Date; and

(e)to the extent invoiced at least one (1) Business Day prior to the Amendment Effective Date, the Administrative Agent shall have received all fees and other amounts due and payable to it or its Affiliates on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all of such Persons’ reasonable out‑of‑pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.

Section 5.1.    Confirmation of Guarantees and Security Interests. By signing this Amendment, each Borrower hereby confirms on behalf of itself and its Subsidiaries that are Loan Parties that (a) the obligations of the Loan Parties under the Credit Agreement as modified hereby and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the relevant Security Documents delivered prior to the date hereof and the other Loan Documents, and (ii) constitute Obligations for purposes of the Credit Agreement, the Guaranty Agreements and the Security Agreement and all other relevant Security Documents delivered prior to the date hereof and (b) notwithstanding the effectiveness of the terms hereof, the Guaranty Agreements, the relevant Security Documents delivered prior to the date hereof and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects. Each Borrower ratifies and confirms on behalf of itself and its Subsidiaries that are Loan Parties that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each relevant Loan Document delivered prior to the date hereof to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations, as may be increased hereby.

Section 5.2.    Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other relevant Loan Documents delivered prior to the date hereof are ratified and confirmed and shall continue in full force and effect. The Parent Borrower, each other Borrower, the Lenders party hereto and the Administrative Agent agree that the Credit Agreement as amended hereby and the other relevant Loan Documents delivered prior to the date hereof shall continue to be legal, valid, binding and enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in law or equity. For all matters arising prior to the effective date of this Amendment, the terms of the Credit Agreement (as unmodified by this Amendment) shall control and are hereby ratified and confirmed.

Section 5.3.    Reference to Credit Agreement. Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or instruments now or hereafter executed

and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby. This Amendment is a “Loan Document” as defined in the Credit Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the Amendment Effective Date, the Borrowers agree that the Administrative Agent shall treat the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Section 5.4.    Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 5.5.    Applicable Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

Section 5.6.    Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the Lenders, the Administrative Agent and each Borrower and their respective successors and assigns, except the Borrowers may not assign or transfer any of their rights or obligations hereunder except in compliance with the Credit Agreement, as amended hereby.

Section 5.7.    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. This Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of the Borrowers and each of the Required TLA/RC Lenders. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or in "pdf', “.tif” or similar format by electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5.8.    Effect of Waiver. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Section 5.9.    Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Executed as of the date first written above.

DARLING INGREDIENTS INC.

By: /s/ John O. Muse            

Name:    John O. Muse

Title:    Executive Vice President and Chief Financial

Officer

DARLING INTERNATIONAL NL

HOLDINGS B.V.

By: /s/ John O. Muse            

Name:    John O. Muse

Title:    Executive Vice President and Chief Financial

Officer

DARLING INTERNATIONAL

CANADA INC.

By: /s/ John O. Muse            

Name:    John O. Muse

Title:    Executive Vice President and Chief Financial

Officer

DARLING INGREDIENTS

INTERNATIONAL HOLDING B.V.

By: /s/ Johan Roijmans            

Name:    Johan Roijmans

Title:    Proxyholder

DARLING INGREDIENTS

INTERNATIONAL FINANCIAL

SERVICES B.V.

By: /s/ Johan Roijmans            

Name:    Johan Roijmans

Title:    Director

CTH GERMANY GMBH

By: /s/ Oliver Röttcher            

Name:    Oliver Röttcher

Title:    Director

        

JPMORGAN CHASE BANK, N.A, as Administrative

Agent and as a Term A Lender and Revolving Lender

By: /s/ Gregory T. Martin        

Name:    Gregory T. Martin

Title:    Vice President

        

    

Bank of Montreal

By: /s/ Paul Harris            

Name:    Paul Harris

Title:    Managing Director

CITIBANK, N.A.

By: /s/ Jackie Helmer            

Name:    Jackie Helmer

Title:    Senior Vice President

CoBank, ACB

By: /s/ Zachary Carpenter        

Name:    Zachary Carpenter

Title:    Vice President

By: /s/ Timothy Sackson        

Name:    Timothy Sackson

Title:    Vice President

Cooperatieve Centrale Raiffeisen-Boerenleenbank, BA

"Rabobank Nederland", New York Branch

By: /s/ Pamela Beal            

Name:    Pamela Beal

Title:    Executive Director

By: /s/ Robert M. Mandula        

Name:    ROBERT M. MANDULA

Title:    Managing Director

BANK OF AMERICA, N.A.

By: /s/ Allison W. Connally        

Name:    Allison W. Connally

Title:    Senior Vice President

Bank of America, N.A. (Canada Branch)

By: /s/ Medina Sales de Andrade    

Name:    Medina Sales de Andrade

Title:    Vice President

COMERICA BANK

By: /s/ Jason Baker            

Name:    Jason Baker

Title:    VP

Fifth Third Bank, an Ohio Banking Corporation

By: /s/ Ryan Voorhies            

Name:    Ryan Voorhies

Title:    Assistant Vice President

Fifth Third Bank, Operating Through Its Canadian

Branch,

By: /s/ Mauro Spagnolo        

Name:    Mauro Spagnolo

Title:    Managing Director & Principal Officer

HSBC BANK USA, NATIONAL ASSOCIATION

By: /s/ Brian B. Myers            

Name:    Brian B. Myers

Title:    Senior Vice President Corporate Banking

Regions Bank

By: /s/ Richard Prewitt            

Name:    Richard Prewitt

Title:    Senior Vice President

THE ROYAL BANK OF SCOTLAND PLC,

By: /s/ Michael Fabiano        

Name:    Michael Fabiano

Title:    Director

TD BANK, N.A.

By: /s/ Alan Garson            

Name:    Alan Garson

Title:    Senior Vice President

PNC BANK, NATIONAL ASSOCIATION

By: /s/ Christian S. Brown        

Name:    Christian S. Brown

Title:    Managing Director

PNC BANK CANADA BRANCH

By: /s/ Caroline M Stade        

Name:    Caroline M Stade

Title:    Senior Vice President

Branch Banking and Trust Company

By: /s/ Bradford F. Scott        

Name:    Bradford F. Scott

Title:    Senior Vice President

BANK OF THE WEST

By: /s/ Temple Abney            

Name:    Temple Abney

Title:    Vice President

UNION BANK, CANADA BRANCH

By: /s/ Anne Collins            

Name:    Anne Collins

Title:    Vice President

SUMITOMO MITSUI BANKING CORPORATION

By: /s/ David W. Kee            

Name:    David W. Kee

Title:    Managing Director

AMEGYBANK NATIONAL ASSOCIATION

By: /s/ Daniel L. Cox Sr        

Name:    Daniel L. Cox Sr

Title:    Senior Vice President

GOLDMAN SACHS LENDING PARTNERS LLC

By: /s/ Michelle Latzoni        

Name:    Michelle Latzoni

Title:    Authorized Signatory

GOLDMAN SACHS BANK USA

By: /s/ Michelle Latzoni        

Name:    Michelle Latzoni

Title:    Authorized Signatory

Commerce Bank

By: /s/ Nick R. Warren            

Name:    Nick R. Warren

Title:    Senior Vice President