Darling International Inc. ▼

                            ASSET PURCHASE AGREEMENT

                                  by and among

                           DARLING INTERNATIONAL INC.,

                              DARLING NATIONAL LLC,

                                       and

                            NATIONAL BY-PRODUCTS, LLC



                          Dated as of December 19, 2005


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BANK AGREEMENT
(Fully Disclosed Basis)

MBSC Securities Corporation  144 Glenn Curtiss Boulevard  Uniondale, New York 11556 

Gentlemen:

We are a bank (as such term is defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or a savings association or savings bank (as described in Exchange Act Rule 15a-9). We desire to make available to our customers shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation or its  . . .

BROKER-DEALER AGREEMENT
(FULLY DISCLOSED BASIS)


MBSC Securities Corporation  144 Glenn Curtiss Boulevard  Uniondale, New York 11556 

Gentlemen:

We desire to enter into an Agreement with you for the sale of shares of beneficial interest or common stock of open-end registered investment companies managed, advised or administered by The Dreyfus Corporation or its subsidiaries or affiliates (hereinafter referred to individually as a "Fund" and collectively as the "Funds"), for which you are the principal underwriter, as such term is defined in the  . . .

                            CLAIM PURCHASE AGREEMENT

      This Claim Purchase Agreement (this "Agreement") is made and entered into
as of the 12th day of October, 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  . . .

                            CLAIM PURCHASE AGREEMENT

      This Claim Purchase Agreement (this "Agreement") is made and entered into
as of the 12th day of October, 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  . . .

                          COPYRIGHT SECURITY AGREEMENT
                          ----------------------------

           COPYRIGHT SECURITY AGREEMENT, dated as of April 2, 2004, by DARLING
INTERNATIONAL INC., a Delaware corporation ("Grantor"), in favor of GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Administrative Agent for Lenders ("Administrative Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

           WHEREAS, pursuant to that certain Credit Agreement dated  . . .

FIFTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this �Amendment�) dated as of December 31, 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  . . .

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:

       . . .

CREDIT AGREEMENT

Dated as of October 14, 2005

among

QUAKER CHEMICAL CORPORATION

and

CERTAIN SUBSIDIARIES,

as Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender

and

L/C Issuer,

ABN AMRO Bank, N.V.

as Syndication Agent,

and

The Other Lenders Party Hereto

BANC OF AMERICA SECURITIES LLC,

as

Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

MASTER LEASE AGREEMENT

MASTER LEASE AGREEMENT (as amended or supplemented from time to time, this Lease) dated July 2, 2003 (the Lease Date) between DARLING INTERNATIONAL INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 251 OConnor Ridge Blvd., Suite 300, Irving, Texas 75038 (Lessee), and MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation organized and existing under the laws of the State of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL 60601 (Lessor).

This Lease contains the general terms that apply to the leasing of property from Lessor to Lessee. Additional terms that apply shall be contained in a Schedule. Capitalized terms used herein are defined (i) in the context in which such term is used below, (ii) under the heading Specific Terms set forth below, or (iii) in an applicable Schedule. L