Exhibit 2.1
AMENDMENT NO. 1
TO
CLAIM PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 to Claim Purchase Agreement (this "Amendment") is
effective as of the 31st day of December, 2006, by and among Darling
International Inc. (f/k/a Darling Delaware Company, Inc.), a Delaware
corporation ("Seller"), and Trust Company of the West, a California trust
company, not in its individual capacity but only as trustee of the trust
established pursuant to an Individual Trust Agreement, dated as of January 31,
1987, as amended, between The Boilermaker-Blacksmith National Pension Trust and
itself ("Purchaser").
RECITALS
WHEREAS, the Seller and Purchaser have previously entered into that certain
Claim Purchase Agreement, dated as of October 12, 2006 (the "Agreement");
WHEREAS, pursuant to Section 11.4 of the Agreement, such Agreement may be
amended by a written instrument making specific reference to the Agreement
signed by Seller and Purchaser; and
WHEREAS, the Seller and Purchaser wish to amend the Agreement.
In consideration of the foregoing premises and the mutual promises and
covenants contained in this Amendment, and for their mutual reliance, the
parties hereto agree as follows:
SECTION 1. Amendment to the Agreement. Section 9.1(e) of the Agreement
is hereby amended and restated in its entirety as follows:
"by Purchaser or Seller if the Closing has not occurred
(other than through the failure of any party seeking to terminate this
Agreement to comply fully with its obligations under this Agreement)
on or before March 31, 2007."
SECTION 2. No Implied Amendments. Except as herein provided, the
Agreement shall remain in full force and effect and is ratified in all respects.
On and after the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like
import, and each reference to the Agreement in any other agreements, documents
or instruments executed and delivered pursuant to the Agreement shall mean and
be a reference to the Agreement, as amended by this Amendment.
SECTION 3. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument, binding on all of the
parties hereto. The parties agree that facsimile copies of signatures shall be
deemed originals for all purposes hereof and that a party may produce such
copies, without the need to produce original signatures, to prove the existence
of this Amendment in any proceeding brought hereunder.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
SELLER:
DARLING INTERNATIONAL INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President,
Finance & Administration
PURCHASER:
TRUST COMPANY OF THE WEST, not in
its individual capacity but only as
Trustee of the Trust established
pursuant to an Individual Trust
Agreement dated as of January 31,
1987, as amended, between the
Boilermaker-Blacksmith Pension Trust
and itself
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇'▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇'▇▇▇▇▇▇
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO.1 TO CLAIM PURCHASE AGREEMENT