Software License Agreement

EXHIBIT 10.11


SOFTWARE LICENSE AGREEMENT
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This Software License Agreement (the "Agreement") is made as of September 30, 1998 (the "Effective Date"), between Owens Corning ("OC"), a Delaware corporation with its principal place of business located at One Owens Corning Parkway, Toledo, Ohio 43659, and Advanced Glassfiber Yarns, LLC ("COMPANY"), a Delaware limited liability COMPANY with its principal place of business located at 2556 Wagner Road, Aiken, South Carolina 29801.


WHEREAS COMPANY was formed to conduct the glass fiber specialty product manufacturing business formerly conducted by OC in Aiken, South Carolina, Huntingdon, Pennsylvania, and South Hill, Virginia (the "Business");


WHEREAS, pursuant to an LLC Interest Sale and Purchase Agreement, dated as of July 31, 1998, as amended, (the "SPA") among OC, COMPANY and AGY Holdings, Incorporated (as assignee of Glass Holdings Corp. under an Assignment and Assumption Agreement dated September 30, 1998), AGY Holdings, Incorporated agreed to purchase a 51% membership interest in COMPANY;


WHEREAS, OC and its Affiliates have proprietary software related to the Business, and the parties have agreed that certain of the rights will be licensed by OC to COMPANY.


NOW, THEREFORE, in consideration of the premises of and the mutual promises and agreements in the SPA and contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


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1. DEFINITIONS
-----------


Capitalized terms not defined herein shall have the meanings ascribed to them in the SPA.


As used in this Agreement, the following defined terms shall have the meanings indicated below:


(a) "Existing Third Party Software" means all third party software in use
----------------------------- at the Manufacturing Facility for purposes of the Business as of the Effective Date.


(b) "Manufacturing Facilities" means the portions of OC's facilities at
------------------------ Aiken, South Carolina, Huntingdon, Pennsylvania, and South Hill, Virginia to be transferred to COMPANY which do not include the portions of the Aiken and Huntingdon facilities at which OC manufactures continuous filament mat or wet process mat.


(c) "OC Software" means: (i) all OC proprietary software in use at the
----------- Manufacturing Facilities for purposes of the Business as of the Effective Date, including the software identified in Schedule A to this Agreement, consisting of a series of instructions or statements in machine-readable object code form; (ii) all revisions or updates provided by OC to COMPANY, if any; and (iii) all manuals, handbooks and other written materials relating thereto provided by OC to COMPANY, if any (the "Documentation").


2. RIGHTS TO OC SOFTWARE
---------------------


2.1 License Grant. Subject to the terms and conditions set forth herein,
------------- OC grants to COMPANY a non-exclusive, royalty-free, perpetual license to use the OC Software in support of the operation of the Business at the Manufacturing Facilities and such other locations as


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COMPANY may designate subject to OC's prior written approval, which approval shall not be unreasonably withheld. The foregoing license shall include the right to sublicense to COMPANY's Affiliates; provided, however, that (i) COMPANY
-------- ------- shall not have the right to sublicense its rights to Compagnie Saint Gobain or any Affiliate thereof; (ii) all permitted sublicensees must agree in writing to be bound by the terms and conditions of this Agreement; and (iii) all sublicenses shall be subject to OC's consent, which consent shall not be unreasonably withheld.


2.2 Revisions and Upgrades. Each party shall promptly provide the other
---------------------- party with a copy of any revisions or upgrades to the OC Software that it develops; provided, however, that neither party shall have any obligation to
-------- ------- develop such revisions or upgrades.


3. LIMITATIONS ON USE.
------------------


3.1 COMPANY may make no more than one copy of the OC Software for backup purposes only; provided, however, that in the event OC no longer retains a copy
-------- ------- of the OC Software, COMPANY may make multiple copies of the OC Software as necessary to maintain and support the software.


3.2 COMPANY may not, directly or indirectly, decompile, disassemble, reverse engineer or otherwise attempt to derive source code for the OC Software, or copy or adapt the OC Software for purposes other than correcting errors or bugs in the OC Software or maintaining the OC Software after OC has abandoned regular support and servicing of the OC Software, directly or through a third party service provider, without the prior written consent of OC, which consent may be withheld at OC's sole discretion.


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3.3 Except as provided in Section 2.1 above, COMPANY may not sell, assign, lease, sublicense, give or otherwise transfer, disclose or grant access to the OC Software or any copy thereof (including copies into RAM) to any other party other than an Affiliate of COMPANY, without the written consent of OC.


3.4 COMPANY shall not modify, enhance, create derivative works or otherwise change or attempt to change the OC Software without OC's prior written consent.


3.5 COMPANY agrees that a modification or enhancement to the OC Software developed by COMPANY with or without advice or support by OC or by OC for COMPANY, whether or not reimbursed by COMPANY and whether or not developed in conjunction with COMPANY's employees, agents, or contractors, shall be the exclusive property of OC. COMPANY further agrees that modified or enhanced versions of the OC Software fall under the other terms and conditions of this Agreement.


4. THIRD PARTY SOFTWARE.
--------------------


4.1 OC shall endeavor to obtain for the benefit of COMPANY all rights necessary to the Existing Third Party Software in order that COMPANY may continue to use such Existing Third Party Software (i) in the same manner and (ii) at the same locations as such software was used by OC as of the Effective Date and all other locations from which the Company operates. In the event COMPANY is not a direct licensee of the Existing Third Party Software at such time as OC discontinues use of the software, OC shall use commercially reasonable efforts to obtain a transfer of any rights OC may have in the software to COMPANY at COMPANY's sole expense.


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4.2 Subject to OC's consent under Sections 3.2 and 3.4 above, to the extent COMPANY may require revisions to the OC Software, COMPANY shall first look to any third party service provider responsible for maintaining such software pursuant to a service contract with OC, and if no such third party service provider has been designated, shall look to OC for assistance in developing such revisions. In the event OC cannot or does not agree to assist COMPANY with such revisions, COMPANY may seek the assistance of a third party service provider, provided that such third party service provider shall agree (i) to be bound by the confidentiality provisions of Article 7 of this Agreement, and (ii) to assign all of its intellectual property and proprietary rights in any such revision to OC.


5. TERM AND TERMINATION
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5.1 Term. This Agreement shall remain in effect perpetually unless
----- earlier terminated as provided below.


5.2 Remedies for Breach
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5.2.1 If either party commits a material breach of any provision of this License Agreement and fails to correct such breach within thirty (30) days after written notice from the other party, neither party shall have the right to terminate this agreement or to suspend its performance hereunder and this Agreement shall not be terminable, but such party shall have available all other legal and equitable remedies to which it may be entitled.


5.2.2 Without limiting the foregoing, each party recognizes that irreparable injury will result from a breach of any provision of this Agreement not curable solely by the payment of money damages and that money damages will be inadequate to fully remedy such


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injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of th ...