EXHIBIT 10.3 TRADEMARK SECURITY AGREEMENT

 

                                                                    EXHIBIT 10.3

 

                          TRADEMARK SECURITY AGREEMENT

 

 

                     TRADEMARK 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 as

of the date hereof by and among Grantor, the Persons named therein as Credit

Parties, Administrative Agent and the Persons signatory thereto from time to

time as Lenders (including all annexes, exhibits or schedules thereto, as from

time to time amended, restated, supplemented or otherwise modified, the "Credit

Agreement"), Lenders have agreed to make the Loans and to incur Letter of Credit

Obligations for the benefit of Grantor;

 

                     WHEREAS, Administrative Agent and Lenders are willing to

make the Loans and to incur Letter of Credit Obligations as provided for in the

Credit Agreement, but only upon the condition, among others, that Grantor shall

have executed and delivered to Administrative Agent, for itself and the ratable

benefit of Lenders, that certain Security Agreement dated as of the date

herewith (including all annexes, exhibits or schedules thereto, as from time to

time amended, restated, supplemented or otherwise modified, the "Security

Agreement");

 

                     WHEREAS, pursuant to the Security Agreement, Grantor is

required to execute and deliver to Administrative Agent, for itself and the

ratable benefit of Lenders, this Trademark Security Agreement;

 

                     NOW, THEREFORE, in consideration of the premises and mutual

covenants herein contained and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees

as follows:

 

           1. DEFINED TERMS. All capitalized terms used but not otherwise

defined herein have the meanings given to them in Annex A thereto to the Credit

Agreement.

 

           2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Grantor hereby

grants to Administrative Agent, on behalf of itself and Lenders, a continuing

first priority security interest in all of Grantor's right, title and interest

in, to and under the following, whether presently existing or hereafter created

or acquired (collectively, the "Trademark Collateral"):

 

                     (a) all of its Trademarks and Trademark Licenses to which

it is a party including those referred to on Schedule I hereto;

 

                     (b) all reissues, continuations or extensions of the

foregoing;

 

                     (c) all goodwill of the business connected with the use of,

and symbolized by, each Trademark and each Trademark License; and

 

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                     (d) all products and proceeds of the foregoing, including,

without limitation, any claim by Grantor against third parties for past, present

or future (i) infringement or dilution of any Trademark or Trademark licensed

under any Trademark License or (ii) injury to the goodwill associated with any

Trademark or any Trademark licensed under any Trademark License.

 

           3. SECURITY AGREEMENT. The security interests granted pursuant to

this Trademark Security Agreement are granted in conjunction with the security

interests granted to Administrative Agent, on behalf of itself and Lenders,

pursuant to the Security Agreement. Grantor hereby acknowledges and affirms that

the rights and remedies of Administrative Agent with respect to the security

interest in the Trademark Collateral made and granted hereby are more fully set

forth in the Security Agreement, the terms and provisions of which are

incorporated by reference herein as if fully set forth herein.

 

           4. COUNTERPARTS. This Trademark Security Agreement may be executed in

any number of separate counterparts, each of which shall collectively and

separately constitute one agreement. Delivery of an executed signature page of

this Trademark Security Agreement by facsimile transmission shall be effective

as delivery of a manually executed counterpart hereof.

 

                            [signature page follows]