Copyright License Agreement 9/4/97 - Milk Products

Execution Copy


COPYRIGHT LICENSE AGREEMENT


THIS LICENSE AGREEMENT (this "AGREEMENT"), effective as of _______ on the 4th day of September 1997, by and between Southern Foods Group, L.P., a Delaware limited partnership (hereinafter called "SFG"), and Milk Products, LLC, a Delaware limited liability company (hereinafter called "MILK PRODUCTS").


WHEREAS, SFG has obtained ownership of the copyrights listed on Schedule A (the "COPYRIGHTS");


WHEREAS, Milk Products desires to use the Copyrights in connection with packaging and advertisement (the "ADVERTISEMENTS") of various milk and dairy products (the "PRODUCTS");


WHEREAS, Milk Products will obtain financing pursuant to the terms of that certain Credit Agreement of even date herewith among Milk Products, Bank of America National Trust and Savings Association, as Agent and Letter of Credit Issuing Bank and other financial institutions party thereto (such Credit Agreement, together with any amendments thereto and renewals, extensions, and replacements thereof the "MILK PRODUCTS CREDIT AGREEMENT") and SFG will obtain financing pursuant to the terms of that certain Credit Agreement of even date herewith among Licensee, SFG, the Lenders party thereto, and The Chase Manhattan Bank, as Administrative Agent (such Credit Agreement, together with any amendments thereto and renewals, extensions, and replacements thereof the "SFG CREDIT AGREEMENT");


WHEREAS, in accordance with terms of the Milk Products Credit Agreement, Milk Products executed that certain Security Agreement between Milk Products and Bank of America National Trust and Savings Association, as Agent (in such capacity "BOFA AGENT"), to secure the Secured Bank Obligations as defined in the Security Agreement with a security interest in, among other things, all of the inventory of Milk Products;


WHEREAS, in accordance with terms of the SFG Credit Agreement, SFG executed that certain Security Agreement between SFG and The Chase Manhattan, as Collateral Agent (in such capacity the "COLLATERAL AGENT"), to secure the Obligations as defined in the Security Agreement with a security interest in, among other things, all of the inventory of SFG;


WHEREAS, BofA Agent and the Collateral Agent are hereafter collectively referred to as "SECURED PARTIES";


WHEREAS, Secured Parties require that each license entered into by SFG or Milk Products provide each Secured Party with a limited right to sell any and all finished goods_inventory on hand including materials covered by the Copyrights;


COPYRIGHT LICENSE AGREEMENT - Page 1 2
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:


1. GRANT OF LICENSE


Subject to the terms and conditions of this Agreement, SFG hereby grants to Milk Products a non-exclusive, royalty-free license to copy and distribute materials covered by the Copyrights.


Subject to the term and conditions of this Agreement, Milk Products hereby assigns to BofA Agent the right to dispose of any and all finished goods inventory on hand of Products including any materials covered by the Copyrights, provided that BofA Agent is otherwise exercising its rights pursuant to Section ___ of ...