3rd Amend to Amended and Restated Credit Agmt




THIRD AMENDMENT TO AMENDED AND RESTATED

                                              CREDIT AGREEMENT






THIRD   AMENDMENT   TO  AMENDED  AND   RESTATED   CREDIT   AGREEMENT   (this
"Amendment")  dated  as of  March 28,  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, and that certain  Second  Amendment to Amended and
Restated Credit  Agreement dated as of December 27, 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 (i) the purchase from
Enviro Vac, Inc. ("Seller") of its fat and bone business and related assets thereof
located in the San Antonio and South Texas areas and (ii) the transfer to Seller of
certain existing grease accounts and routes, a truck and other related assets as part
of the consideration therefor; 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):



          "'Enviro Vac Asset Purchase Agreement'  means that certain
Asset Purchase Agreement dated as of March 28, 2003 by and between the Borrower and Enviro Vac, Inc."















	           
Amendment     to     Section     10.3.    Section  10.3 of the  Agreement
 is hereby amended by  (a) deleting the "and" that appears between clause (vi) and clause
(vii) and substituting a comma therefor; and (b) delteing the period at the end of Section 10.3  and
adding the following in lieu thereof:



          "and (viii) the Borrower may consummate the transactions contemplated
 in the Enviro Vac Asset purchase Agreement."







	  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
 (the  "Third  Amendment  Effective  Date") when the  Administrative
Agent shall have received (a) a copy of this Amendment  executed by the Borrower, the Administrative
Agent and the Required Banks and (b) a fully executed copy of the Enviro Vac Asset Purchase Agreement and
all exhibits thereto.





	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,  any other Loan Document 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  Third  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 THIRD 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:   Attorney 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/  Marc Lasry
          
	 	 
	 	     Name:   Marc Lasry
          
	 	 
	 	     Title:   Managing Member             
    

















	 	CREDIT AGRICOLE INDOSUEZ


	 	 
	 	By:   /s/  Kathleen M. Sweeney
          
	 	 
	 	     Name:   Kathleen M. Sweeney
          
	 	 
	 	     Title:   Vice President             
    
	 	 
	 	By:   /s/  Leo von Ressig
          
	 	 
	 	     Name:   Leo von Ressig
          
	 	 
	 	     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