1st Amend to Amended and Restated Credit Agmt




FIRST AMENDMENT TO AMENDED AND RESTATED

                                              CREDIT AGREEMENT






FIRST   AMENDMENT   TO  AMENDED  AND   RESTATED   CREDIT   AGREEMENT   (this
"Amendment")  dated  as of September 17,  2002,  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").




 W I  T  N  E  S  S  E  T  H:





          WHEREAS,      the
Borrower,  the Banks and the  Administrative  Agent have previously entered into
that certain Amended and Restated Credit Agreement dated as of May 10, 2002 (the
"Agreement";  capitalized  terms used herein and not otherwise  defined are used
herein as defined in the Agreement); and


          WHEREAS,      the
Borrower has requested  that the  Administrative  Agent and the Banks modify and
amend certain  terms and  provisions of the Agreement to (i) permit the Borrower
to consummate the sale of its existing  rendering  plant and related  facilities
located in Linkwood, Maryland, subject to the condition that the Borrower make a
prepayment of the Loans in the amount of the Net Cash Proceeds from such sale in
accordance with Subsection 5.4(b)(i)(A)(1) of the Agreement; and


          WHEREAS,      the
Administrative  Agent and the Banks  signatory  hereto  have agreed to amend the
Agreement  pursuant  to the  terms  and  subject  to the  conditions  set  forth
herein.


          NOW,   THEREFORE,
for and in consideration of the mutual benefits and covenants  hereunder and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:


	Amendment to Section 1.1.   Section 1.1 of the  Agreement  is hereby
amended by adding the  following  new definition thereto (in appropriate alphabetical order):



             
"Linkwood Sale" means the sale of Borrower's existing rendering plant and
related  assets  located in  Linkwood,  Maryland  to Allen  Family  Foods,  Inc.
pursuant to the terms and  conditions of that certain Asset  Purchase  Agreement
dated as of August 26,  2002 by and between  Borrower  and Allen  Family  Foods,
Inc., as such Asset Purchase Agreement may be modified,  supplemented or amended
from time to time with the written consent of the Administrative Agent; provided
that such sale shall be  consummated  on or before  January  31,  2003 and shall
result in Net Cash Proceeds of not less than $3,000,000.














	    Amendment   to   Section    5.4(b)(i)(A)(1).  
Section  5.4(b)(i)(A)(1)  of the  Agreement is hereby  amended and
restated in its entirety to read as follows:



             "(1)     
any disposition of assets pursuant to the  permissions  set forth in subsections  10.8(e),  (f), (g), (h) or
         (i); or"





	  Amendment to Section  10.8.    Section 10.8 of the
Agreement  is hereby  amended to (i) delete the "and" that appears at the end of
clause (g),  (ii) delete the period at the end of clause (h) and to substitute a
semicolon  therefore  followed  by the word "and",  and (iii) add the  following
clause (i) at the end thereof:



             "(i)     the Linkwood Sale."







	  Representations and  Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Banks that:






             (a)   
each  of the  representations  and  warranties  contained  in  Article  8 of the
Agreement  are true and correct in all  material  respects on and as of the date
hereof  as if  made on and as of such  date,  except  to the  extent  that  such
representations and warranties  specifically relate to an earlier date, in which
case  such  representations  and  warranties  shall be true and  correct  in all
material respects as of such earlier date; and




             (b)
    after giving effect to this  Amendment,  no Default or Event of Default has occurred and is continuing as of
the date hereof and the Amendment Effective Date.





	Conditions   Precedent   to   the   Effectiveness   of   this
Amendment.  This Amendment shall become  effective as of the date hereof
on the date (the  "First  Amendment  Effective  Date") when the following conditions
precedent shall have been satisfied:





             (a)
    Certain Documents.  The Administrative Agent
shall have  received (i) a copy of this  Amendment  executed by the Borrower and
the  Required  Banks,  and  (ii) a fully  executed  copy of the  Asset  Purchase
Agreement  and  all  exhibits  and  schedules   thereto  (the "Linkwood   Sale
Documents"), a true and complete copy of which, as in effect on the date hereof,
is attached hereto as Annex I.





             (b)
      Corporate   and  Other   Proceedings.  All
corporate and other proceedings, and all documents,  instruments and other legal
matters in connection with the transactions contemplated by this Amendment shall
be  satisfactory  in all respects in form and  substance  to the  Administrative
Agent.








	Continuing  Effect;  No Other  Agreements.  
Except as  expressly  amended  hereby,  all of the terms and  provisions  of the
Agreement  are and  shall  remain  in full  force  and  effect.  The  amendments
contained herein shall not constitute a waiver, amendment or modification of any
other  provision of the Agreement or for any other  purpose  except as expressly
set forth herein.














	No Waiver; Cumulative Remedies.    No failure
or delay on the part of the Administrative  Agent or the Banks in exercising any
right,  power or remedy under this Amendment  shall operate as a waiver thereof;
nor shall any  single or partial  exercise  of any such  right,  power or remedy
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power or remedy under this  Amendment.  The rights,  powers and remedies
provided in this  Amendment are  cumulative,  may be exercised from time to time
and in such order (unless  otherwise  prescribed in the Agreement as modified by
this  Amendment) as the  Administrative  Agent or the Banks, as the case may be,
shall determine and are in addition to, not exclusive of, the rights, powers and
remedies provided by applicable law.





	Effect  on Loan  Documents.    The  Borrower
hereby  ratifies  and  confirms  that,  except  as  expressly  provided  in this
Amendment, all other terms,  provisions,  conditions and agreements contained in
the Loan  Documents  remain  unchanged and are in full force and effect and that
the  Administrative  Agent and the Banks have all  rights,  remedies  and powers
hereunder and in the Loan Documents, or at law or in equity, and the Borrower is
obligated by and subject to all the terms, provisions,  conditions and covenants
thereof and hereof.





	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/  Brad Phillips
          
	 	 
	 	     Name:   Brad Phillips
          
	 	 
	 	     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/  Lynn Tilton
          
	 	 
	 	     Name:   Lynn Tilton
          
	 	 
	 	     Title:   Manager             
    



















	 	BANK ONE N.A.


	 	 
	 	By:   /s/  Phillip D. Martin
          
	 	 
	 	     Name:   Phillip D. Martin
          
	 	 
	 	     Title:   Senior Vice President             
    
















		CERBERUS PARTNERS, L.P.


By:   Cerberus Associates, L.L.C., its general partner
	 	 
	 	By:   /s/  Kevin Genda
          
	 	 
	 	     Name:   Kevin Genda
          
	 	 
	 	     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/  Kathleen M. Sweeney
          
	 	 
	 	     Name:   Kathleen M. Sweeney
          
	 	 
	 	     Title:   Vice President             
    
	 	 
	 	By:   /s/  Leo Von Reissig
          
	 	 
	 	     Name:   Leo Von Reissig
          
	 	 
	 	     Title:   Vice President             
    

















	 	PPM AMERICA SPECIAL INVESTMENTS
                                                 FUND, L.P.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Stuart J. Lissner
          
	 	 
	 	     Name:   Stuart J. Lissner
          
	 	 
	 	     Title:   Managing Director             
    

















	 	PPM AMERICA SPECIAL INVESTMENTS
                                                 CBO II, L.P.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Stuart J. Lissner
          
	 	 
	 	     Name:   Stuart J. Lissner
          
	 	 
	 	     Title:   Managing Director             
    















	 	DAPLE, S.A.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Stuart J. Lissner
          
	 	 
	 	     Name:   Stuart J. Lissner
          
	 	 
	 	     Title:   Managing Director             
    













		WELLS FARGO BANK (TEXAS)

   NATIONAL ASSOCIATION
	 	 
	 	By:          
   
          
	 	 
	 	     Name: 
          
          
	 	 
	 	     Title: