Owens Corning Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • December 11th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of MatlinPatterson LLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson Global Partners II LLC, MatlinPatterson Global Opportunities Partners II L.P., MatlinPatterson Global Opportunities Partners (Cayman) II L.P., PI SPE LLC, PI SPE CI LLC, David J. Matlin and Mark R. Patterson, on behalf of each of them a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.01 per share, of Owens Corning, a Delaware corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • July 28th, 2021 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

reported on by independent certified public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Owens Corning and its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principals consistently applied.

OWENS CORNING (a Delaware corporation) 12,261,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • February 26th, 2010 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
OWENS CORNING as Issuer, Each of the SUBSIDIARY GUARANTORS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 2, 2009
Owens Corning • June 3rd, 2009 • Abrasive, asbestos & misc nonmetallic mineral prods • New York

INDENTURE, dated as of June 2, 2009, between OWENS CORNING, a Delaware corporation (the “Company”), the Subsidiary Guarantors listed on the signature pages hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America (the “Trustee”).

OPERATING AGREEMENT OF OWENS CORNING INTELLECTUAL CAPITAL, LLC
Operating Agreement • June 3rd, 2009 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

THIS AGREEMENT is made and entered into as of the 8th day of May, 2007 by Owens Corning, a Delaware corporation (the “Initial Member”), as the sole member of Owens Corning Intellectual Capital, LLC, a Delaware limited liability company (the “Company”) and any Additional Member who shall hereafter execute this Agreement as a Member of the Company.

800,000,000 Revolving Credit Facility CREDIT AGREEMENT dated as of May 4, 2018, by and among OWENS CORNING, as Borrower, the Lenders referred to herein, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Swingline Lender and an...
Credit Agreement • May 4th, 2018 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

CREDIT AGREEMENT, dated as of May 4, 2018, by and among OWENS CORNING, a Delaware corporation (the “Borrower”), the lenders signatory hereto and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders signatory hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”) for the Lenders.

OWENS CORNING (a Delaware corporation) 3.950% Senior Notes due 2029 UNDERWRITING AGREEMENT Dated: July 29, 2019
Underwriting Agreement • August 12th, 2019 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

The Securities will be issued pursuant to an indenture, dated as of June 2, 2009 (the “Base Indenture”), between the Company, the subsidiary guarantors party thereto and Wells Fargo, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (the Base Indenture, as amended and supplemented through and including the Supplemental Indenture, the “Indenture”). The Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Time (as defined in Section 2(c) below), between the Company and the Depositary.

KEY MANAGEMENT SEVERANCE AGREEMENT
Key Management Severance Agreement • February 12th, 2014 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio

This Severance Agreement (the “Agreement”) is made as of <<Date>> by and between OWENS CORNING, a Delaware corporation and its subsidiaries (the “Company”), and «FirstName» «MI» «LastName», an officer of the Company (“Executive”).

AWARD AGREEMENT pursuant to the OWENS CORNING PERFORMANCE SHARE UNIT AWARD
Award Agreement • April 27th, 2022 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

Owens Corning, a Delaware corporation, has granted to [Participant Name] (the “Holder”), as of [Grant Date], (the “Grant Date”), pursuant to the provisions of the Owens Corning 2019 Stock Plan (the “Plan”), [Number of Shares Granted] share-settled Performance Share Units (the “Units”) relating to shares of the Company’s Common Stock (“Stock”), upon and subject to the terms and conditions set forth below and in the Plan (the “Award”). The Units comprising the Award may be recorded in an unfunded Unit account in the Holder’s name maintained by the Company. Units shall have no distribution, dividend or voting rights. The Holder will have no rights as a stockholder of the Company by virtue of any award of Units until Stock, if any, is issued to the Holder as described in this Agreement. References to employment by the Company shall also mean employment by a Subsidiary or Company affiliate. Capitalized terms not defined herein shall have the meanings specified in the Plan.

OWENS CORNING (a Delaware corporation) 3.875% Senior Notes due 2030 UNDERWRITING AGREEMENT Dated: May 7, 2020
Underwriting Agreement • May 12th, 2020 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

The Securities will be issued pursuant to an indenture, dated as of June 2, 2009 (the “Base Indenture”), between the Company, the subsidiary guarantors party thereto and Wells Fargo, National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (the Base Indenture, as amended and supplemented through and including the Supplemental Indenture, the “Indenture”). The Securities will be issued in book-entry form in the

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This Registration Rights Agreement (this “Agreement”), dated as of July 7, 2006, is made by and between (i) subject to the entry of the Agreement Order (as defined below), Owens Corning, a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and (ii) the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as defined in the Amended Plan, the “Trust”).

EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

Subject to the approval of this Agreement by the Bankruptcy Court (as defined below), Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to offer and sell shares of its new common stock, par value $0.10 per share, to be issued pursuant to its Amended Plan (as defined below) (together with any associated share purchase rights other than the Rights (as defined below), “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of a Bondholder Claim, and each Holder of an Allowed Class A6-A Claim or an Allowed Class A6-B Claim (each an “Eligible Holder”), as of the date (the “Record Date”) fixed by the Bankruptcy Court for the solicitation of acceptances and rejections of the Amended Plan, shall be offered the right (each, a “Right”) to purchase up to its Pro Rata share of 72,900,000 shares (each a “Share”) of New Common Stock at a purchase price of $30.00 per Share (the “Pur

800,000,000 Revolving Credit Facility $300,000,000 Term Loan Facility FIRST AMENDMENT DATED AS OF MARCH 22, 2016 to AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 13, 2015, by and among OWENS CORNING and certain of its Subsidiaries, as...
Credit Agreement • April 22nd, 2016 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 13, 2015, by and among OWENS CORNING, a Delaware corporation (the “U.S. Borrower”), each Subsidiary Borrower (as defined below and, together with the U.S. Borrower, the “Borrowers”), the lenders signatory hereto and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders signatory hereto, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (the “Administrative Agent”) for the Lenders.

KEY MANAGEMENT SEVERANCE AGREEMENT
Key Management Severance Agreement • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio

This Severance Agreement (the “Agreement”) is made as of October 1, 2002 by and between OWENS CORNING, a Delaware corporation (the “Company”), and Sheree L. Bargabos, an officer of the Company (“Executive”).

AWARD AGREEMENT pursuant to the OWENS CORNING RESTRICTED STOCK UNIT AWARD
Award Agreement • April 27th, 2022 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

OWENS CORNING, a Delaware corporation, has granted to [Participant Name] (the “Holder”), as of [Grant Date] (the “Grant Date”), pursuant to the provisions of the Owens Corning 2019 Stock Plan (the “Plan”), [Number of Shares Granted] Restricted Stock Units (the “Units”) relating to shares of Common Stock (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan. Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such Stock, including but not limited to voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary or Company Affiliate. Capitalized terms not defined herein shall have the meanings specified in

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • May 4th, 2018 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

TERM LOAN AGREEMENT, dated as of October 27, 2017, by and among OWENS CORNING, a Delaware corporation (the “Borrower”), the lenders signatory hereto and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders signatory hereto, the “Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent (the “Administrative Agent”) for the Lenders.

OWENS CORNING 2013 STOCK PLAN DEFERRED STOCK UNIT AWARD AGREEMENT
Corning 2013 Stock Plan • July 22nd, 2015 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

OWENS CORNING, a Delaware corporation (the “Company”), will grant to [Participant Name] (the “Holder”), effective [Date], pursuant to the provisions of the Owens Corning 2013 Stock Plan (the “Plan”), certain deferred stock units (the “Units”) relating to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below (the “Award”). The Units reflect: (1) the Holder’s election to defer receipt of shares granted to the Holder for service as a Non-Employee Director; and (2) the Holder’s election to receive the Units in lieu of all or part of the Holder’s cash retainer and meeting fees that would otherwise be payable to the Holder for the Holder’s service as a Non-Employee Director. The Units that become subject to this Award shall be determined and granted to the Holder as of each date during [Year] on which shares of Stock or cash would have otherwise been issued or paid to the Holder if the Holder had not made a

AMENDED AND RESTATED PERFORMANCE GUARANTY
Performance Guaranty • July 26th, 2017 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

This AMENDED AND RESTATED PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of May 5, 2017, is made by Owens corning, a Delaware corporation (the “Performance Guarantor”), in favor of PNC Bank, National Association (“PNC”), as administrator (together with its successors and assigns in such capacity, the “Administrator”), for the benefit of itself, the Purchasers, the Purchaser Agents and their respective successors and assigns under the Receivables Purchase Agreement (as defined below). Capitalized terms used, but not otherwise defined herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement referred to below or, if not defined therein, the respective meanings assigned thereto in the Sale Agreement referred to below.

OWENS CORNING THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 30th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 24, 2008, among OCV Fabrics US, Inc., a Maine corporation (the “Guaranteeing Subsidiary”), a subsidiary of Owens Corning, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and LaSalle Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

AWARD AGREEMENT pursuant to the OWENS CORNING RESTRICTED STOCK UNIT AWARD
Award Agreement • February 12th, 2014 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

OWENS CORNING, a Delaware corporation (the “Company”), hereby grants to [Participant Name] (the “Holder”), as of [Grant Date] ( the “Grant Date”), pursuant to the provisions of the Owens Corning 2010 Stock Plan (the “Plan”), [Number of Shares Granted] restricted stock units (the “Units”) relating to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the shares of Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such shares, including but not limited to voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein

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SERIES A WARRANT AGREEMENT Dated as of October 31, 2006 between OWENS CORNING and AMERICAN STOCK TRANSFER & TRUST COMPANY as Warrant Agent
Warrant Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

SERIES A WARRANT AGREEMENT (this “Warrant Agreement”), dated as of October 31, 2006, between Owens Corning, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).

AMENDMENT TO KEY MANAGEMENT SEVERANCE AGREEMENT
Key Management Severance Agreement • April 22nd, 2015 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This Amendment (the “Amendment”) is made and entered into as of this 16th day of April, 2015 by and between Owens Corning, a Delaware corporation and its subsidiaries, (the “Company”), and Michael H. Thaman (the “Executive”), as an amendment to the Key Management Severance Agreement between the Company and the Executive (the “Agreement”) dated February 20, 2006 and subsequently amended as of December 31, 2010.

OWENS CORNING SEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 25th, 2017 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 23, 2017, among Pittsburgh Corning Corporation, a Pennsylvania corporation (the “Guaranteeing Subsidiary”), a subsidiary of Owens Corning, a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as successor trustee under the Indenture referred to below (the “Trustee”).

EXTENSION AGREEMENT
Extension Agreement • July 24th, 2019 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This Extension Agreement (this “Extension Agreement”) is made as of April 9, 2019, among Owens Corning, a Delaware corporation (the “Borrower”), Well Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other Lenders party hereto. All capitalized terms not defined herein shall have the meaning ascribed to them in the hereinafter defined Credit Agreement.

OWENS CORNING FIFTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 21st, 2018 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 3, 2016, among Owens Corning Mineral Wool, LLC, a Delaware limited liability company, Owens Corning Non-Woven Technology, LLC, a Delaware limited liability company, Owens Corning Technical Fabrics, LLC, a Delaware limited liability company, Thermafiber, Inc., a Delaware corporation, and InterWrap Corp., an Oregon corporation (each a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), subsidiaries of Owens Corning, a Delaware corporation (the “Company”), the Company and Wells Fargo Bank, National Association, as successor trustee under the Indenture referred to below (the “Trustee”).

KEY MANAGEMENT SEVERANCE AGREEMENT
Key Management Severance Agreement • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio

This Severance Agreement (the “Agreement”) is made as of September 15, 2007 by and between OWENS CORNING, a Delaware corporation (the “Company”), and Duncan John Palmer, an officer of the Company (“Executive”).

MASTER CONTRIBUTION AGREEMENT Dated as of February 20, 2007 By and Among OWENS CORNING, OWENS CORNING COMPOSITE COÖPERATIEF U.A., SOCIÉTÉ DE PARTICIPATIONS FINANCIÈRES ET INDUSTRIELLES S.A.S. ONDATRA S.A.S. and A BELGIAN SOCIÉTÉ PRIVÉE À...
Master Contribution Agreement • February 21st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

This Master Contribution Agreement (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made as of the 20th day of February, 2007, by and among Owens Corning, a corporation organized under the laws of Delaware (“Owens Corning”), Owens Corning Composite Coöperatief U.A. (“OC Topco”), a company organized under the laws of The Netherlands and a wholly-owned subsidiary of Owens Corning and its Subsidiaries, Société de Participations Financières et Industrielles S.A.S., a company organized under the laws of France (“Saint-Gobain”), Ondatra S.A.S. (“SG Topco”), a société par actions simplifiée organized under the laws of France and a wholly-owned subsidiary of Saint-Gobain and its Subsidiaries, and, subject to Section 2.01 hereof, a société privée à responsabilité limitée to be organized under the laws of Belgium (the “Company”). Owens Corning and Saint-Gobain are sometimes referred to herein individually as a “Parent” or collectively as the “Parents.” The Parents,

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 15th, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 2, 2007, among OWENS CORNING, a Delaware corporation (the “U.S. Borrower”), the Lenders from time to time party hereto, and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

INDENTURE PROVIDING FOR THE ISSUANCE OF SENIOR NOTES Dated as of October 31, 2006
Supplemental Indenture • November 2nd, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

INDENTURE dated as of October 31, 2006 among Owens Corning (formerly Owens Corning (Reorganized) Inc.), a Delaware corporation, the Guarantors (as defined) and LaSalle Bank National Association, as trustee.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 28th, 2021 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of April 26, 2021 (this “Amendment”), is entered into by and among the following parties:

Owens Corning $650,000,000 6.50% Senior Notes due 2016 $550,000,000 7.00% Senior Notes due 2036 REGISTRATION RIGHTS AGREEMENT
Rights Agreement • November 2nd, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

AWARD AGREEMENT pursuant to the OWENS CORNING OPTION AWARD
Term Incentive Program • February 12th, 2014 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

OWENS CORNING, a Delaware corporation (the “Company”), hereby grants to [Participant Name] (the “Holder”), as of [Grant Date] ( the “Grant Date”), pursuant to the provisions of the Owens Corning 2010 Stock Plan (the “Plan”), a non-qualified option to purchase from the Company (the “Option”) [Number of Shares Granted] shares of its Common Stock, $0.01 par value (“Stock”), with an exercise price equal to [Grant Price] per share of Stock, which shall expire on the tenth anniversary of the Grant Date, upon and subject to the terms and conditions set forth below (the “Award”). References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.

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