2nd Amend to Amended and Restated Credit Agmt




SECOND AMENDMENT TO AMENDED AND RESTATED

                                              CREDIT AGREEMENT






SECOND   AMENDMENT   TO  AMENDED  AND   RESTATED   CREDIT   AGREEMENT   (this
"Amendment")  dated  as of December 26,  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 (as
amended by that certain First Amendment to Amended and Restated Credit Agreement
dated  as  of  September  17,  2002,  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 consummate the purchase of certain trap grease businesses and related assets thereof; 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 10.3.    Section  10.3 of the
Agreement is hereby amended by (a) deleting the "and" that appears between clause
(v) and clause (vi);  (b) deleting  clause (vi) in its entirety;  and (c) adding
the following in lieu thereof:


     
 "(vi) the Borrower may acquire the right to obtain from third  parties
          the raw materials utilized in the Borrower's business, including, but
          not limited to any client  lists,  containers,  equipment and vehicles
          associated therewith,  if the Agent approves of each such acquisition,
          which  approval may be given or withheld in Agent's  sole  discretion
          (provided that the prior written  approval of the Required Banks shall
          be required for any such acquisition for a purchase price in excess of
          $500,000) and (vii) the Borrower may acquire  grease trap  businesses,
          including,  but not  limited  to,  any  client  lists,  equipment  and
          vehicles  assocated  therewith,  if the  Agent  approves  of each such
          acquisition,  which  approval may be given or withheld in Agent's sole
          discretion  (provided that the prior written approval of the Required
          Banks shall be required for any such  acquisition for a purchase price
          in excess of $500,000)."






	  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 "Second  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  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 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/  John O. Muse
          
	 	 
	 	     Name:   John O. Muse
          
	 	 
	 	     Title:   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/  Lynn Tilton
          
	 	 
	 	     Name:   Lynn Tilton
          
	 	 
	 	     Title:   Authorized Signatory             
    



















	 	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/  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             
    












		WELLS FARGO BANK (TEXAS) NATIONAL ASSOC.
	 	 
	 	By:         
                     
                     
                     
                 
	 	 
	 	     Name:         
                     
                     
                    
    
	 	 
	 	     Title: