EXHIBIT 10.4
PATENT SECURITY AGREEMENT
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PATENT 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:
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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, and 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 Patent 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 PATENT 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 "Patent Collateral"):
(a) all of its Patents and Patent Licenses to which it is a party
including those referred to on Schedule I hereto;
(b) all reissues, continuations or extensions of the foregoing; and
(c) all products and proceeds of the foregoing, including, without
limitation, any claim by Grantor against third parties for past, present or
future infringement or dilution of any Patent or any Patent licensed under any
Patent License.
3. SECURITY AGREEMENT. The security interests granted pursuant to
this Patent 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 Patent 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 Patent 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 Patent Security Agreement by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
[signature page follows]
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IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement
to be executed and delivered by its duly authorized officer as of the date first
set forth above.
DARLING INTERNATIONAL INC., as Grantor
By: /s/ John O. Muse
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Name: John O. Muse
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Title: Executive Vice President
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ACCEPTED AND ACKNOWLEDGED BY:
GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent
By: /s/ Texas Howard
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Name:
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Title:
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ACKNOWLEDGMENT OF GRANTOR
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STATE OF Texas )
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) ss.
COUNTY OF Dallas )
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On this 1st day of April, 2004 before me personally appeared John O.
Muse, proved to me on the basis of satisfactory evidence to be the person who
executed the foregoing instrument on behalf of DARLING INTERNATIONAL INC., who
being by me duly sworn did depose and say that he is an authorized officer of
said corporation, that the said instrument was signed on behalf of said
corporation as authorized by its Board of Directors and that he acknowledged
said instrument to be the free act and deed of said corporation.
/s/ Peggy J. Jones
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Notary Public
{seal}
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SCHEDULE I
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to
PATENT SECURITY AGREEMENT
PATENT REGISTRATIONS
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PATENT PATENT NO. DATE ISSUED COUNTRY
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Automated Waste Cooking Grease 5,812,060 September 22, 1998 U.S.
Recycling Tank
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