4th Amend to Amended and Restated Credit Agmt




FOURTH AMENDMENT TO AMENDED AND RESTATED

                                              CREDIT AGREEMENT






FOURTH   AMENDMENT   TO  AMENDED  AND   RESTATED   CREDIT   AGREEMENT   (this
"Amendment")  dated  as of  June 30,  2003,  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 (as
amended by that certain First Amendment to Amended and Restated Credit Agreement
dated as of September  17, 2002,  that certain  Second  Amendment to Amended and
Restated Credit  Agreement dated as of December 27, 2002, and that certain Third
Amendment to Amended and Restated Credit Agreement dated March 28, 2003,  herein
referred to as 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 permit the Borrower to
enter into  certain  Hedging  Agreements,  subject  to the terms and  conditions
hereof; 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:


	           (a)   
Amendment     to     Section     10.2.    Subsection  (f)
of  Section  10.2 of the  Agreement  is hereby amended by  deleting  such
 subsection  in its  entirety  and  substituting  the
following in lieu thereof:



                 (f)    Liens  resulting from good faith  deposits to secure  payments of workmen's  compensation  or other
         social security  programs or to secure the performance of tenders,  statutory  obligations,  surety and appeal bonds,
         bids or  contracts  (other than for payment of Debt or  obligations  under  Hedging  Agreements)  entered into in the
         ordinary course of business;




             (b)   
Amendment to Section  10.11.     Section  10.11 of the  Agreement is hereby  amended by deleting  such
Section in its entirety and substituting the following in lieu thereof:




















             "Section
10.11       Hedging.  Borrower  will  not,  and
Borrower  will not permit any  Subsidiary  to, enter into any Hedging  Agreement
other than (i) Hedging Agreements entered into prior to the date hereof pursuant
to any Swap Documents,  (ii) Hedging  Agreements  consisting  solely of interest
rate-cap  arrangements for notional  principal amounts which in the aggregate do
not exceed fifty percent (50%) of the Borrower's  outstanding  Debt for borrowed
money and (iii)  Hedging  Agreements  consisting  of futures  contracts  for the
purchase of natural gas, which contracts,  at any date of determination,  do not
in the  aggregate  hedge the  purchase  of more than  twelve  (12) months of the
natural  gas needs of  Borrower  based upon  historical  demand.  In the case of
clauses (ii) and (iii) such Hedging  Agreements  shall be in form and  substance
acceptable  to the  Agent  and  shall  be  entered  into  pursuant  to any  Swap
Documents, with counterparties whose long-term,  unsecured,  non-credit enhanced
debt rating by S and P is at least "A" or who are otherwise  acceptable to the Agent
and the Required Banks."







	  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.





	Conditions   Precedent   to   the   Effectiveness   of   this
Amendment.  This Amendment shall become  effective as of the date hereof
on the date (the  "Fourth  Amendment  Effective  Date") when the  Administrative
Agent shall have received a copy of this Amendment  executed by the Borrower and
the Required Banks.





	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  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/  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:         
                     
                     
                     
                 
	 	 
	 	     Name:         
                     
                     
                    
    
	 	 
	 	     Title:         
                     
                     
                      
    



















		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:   /s/  Sonia E. Gardner
          
	 	 
	 	     Name:   Sonia E. Gardner
          
	 	 
	 	     Title:   Member             
    

















	 	CREDIT AGRICOLE INDOSUEZ


	 	 
	 	By:   /s/  Kathleen M. Sweeney
          
	 	 
	 	     Name:   Kathleen M. Sweeney
          
	 	 
	 	     Title:   Vice President             
    
	 	 
	 	By:   /s/  Joseph D. Catarina
          
	 	 
	 	     Name:   Joseph D. Catarina
          
	 	 
	 	     Title:   Vice President             
    

















	 	PPM AMERICA SPECIAL INVESTMENTS
                                                 FUND, L.P.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Ronnie Kaplan
          
	 	 
	 	     Name:   Ronnie Kaplan
          
	 	 
	 	     Title:   Vice President             
    

















	 	PPM AMERICA SPECIAL INVESTMENTS
                                                 CBO II, L.P.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Ronnie Kaplan
          
	 	 
	 	     Name:   Ronnie Kaplan
          
	 	 
	 	     Title:   Vice President             
    















	 	DAPLE, S.A.


By:   PPM America, Inc., as its attorney-in-fact
	 	 
	 	By:   /s/  Ronnie Kaplan
          
	 	 
	 	     Name:   Ronnie Kaplan
          
	 	 
	 	     Title:   Vice President