OWENS CORNING TOOwens Corning • May 14th, 1997 • Abrasive, asbestos & misc nonmetallic mineral prods • New York
POST-PETITION CREDIT AGREEMENTCredit Agreement • April 2nd, 2001 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Illinois
Page ---- ARTICLE I THE OFFER.................................................. 1 SECTION 1.1 The Offer.................................................. 1 SECTION 1.2 Company Actions............................................ 3 ARTICLE II THE...Agreement and Plan of Merger • May 28th, 1997 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Exhibit (4) LICENSE AGREEMENT AGREEMENT ("Agreement") made as of this 1st day of October, 1991 by and between OWENS-CORNING FIBERGLAS TECHNOLOGY INC. (hereinafter caller "Lecensor") a corporation duly organized and existing under the laws of the State...License Agreement • April 2nd, 2001 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Illinois
Exhibit 4 SECOND AMENDMENT TO POST-PETITION CREDIT AGREEMENT This Second Amendment to Post-Petition Credit Agreement (this "Agreement") is entered into this 20th day of September, 2004 by and among OWENS CORNING, a Delaware corporation (the...Credit Agreement • November 1st, 2004 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Illinois
CREDIT AGREEMENT Dated as of June 26, 1997Credit Agreement • July 24th, 1997 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
Exhibit (4) AMENDMENT NO. 2 Dated as of April 27, 1995 to CREDIT AGREEMENT dated as of November 2, 1993 OWENS-CORNING FIBERGLAS CORPORATION, a Delaware corporation (the "Borrower"), the banks listed on the signature pages hereof (the "Banks"), and...Owens Corning • February 23rd, 1996 • Abrasive, asbestos & misc nonmetallic mineral prods
TO THE BANK OF NEW YORK, Trustee INDENTUREIndenture • March 13th, 1998 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
1 EXHIBIT 4.5.3(a) [FACE OF NOTE] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), OR A NOMINEE...Owens Corning • May 14th, 1997 • Abrasive, asbestos & misc nonmetallic mineral prods
Exhibit 1 RIGHTS AGREEMENT THIS RIGHTS AGREEMENT, dated as of December 12, 1996 (the "Agreement"), between Owens Corning, a Delaware corporation (the "Company"), and The Chase Manhattan Bank (the "Rights Agent"), W I T N E S S E T H : WHEREAS, the...Rights Agreement • December 19th, 1996 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Exhibit (4) STANDSTILL AGREEMENT STANDSTILL AGREEMENT dated as of January 30, 2001 (this "Agreement") between Owens Corning ("Owens Corning") and Owens- Corning Fiberglass Technology Inc. ("OC Technology"). PRELIMINARY STATEMENTS: (1) Owens Corning...Standstill Agreement • April 2nd, 2001 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
TOSale and Purchase Agreement • October 14th, 1998 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
AMENDMENT NO. 1 DATED AS OF FEBRUARY 27, 1998Credit Agreement • March 13th, 1998 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
OWENS CORNING MEDIUM-TERM NOTE (Floating Rate) ORIGINAL ISSUE DATE: STATED MATURITY:Owens Corning • May 14th, 1997 • Abrasive, asbestos & misc nonmetallic mineral prods
COMMON STOCK REGISTRATION RIGHTS AGREEMENT Dated as of August 30, 1996 by and among OWENS CORNING, JANNOCK LIMITED and CELFORT CONSTRUCTION MATERIALS INC.Common Stock Registration Rights Agreement • December 9th, 1996 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio
OWENS CORNINGAgreement and Any Terms Agreement • May 14th, 1997 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of [ ], 2006, is made by and among (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) J.P. Morgan Securities Inc. (“JPMorgan Securities”) and any parties identified on the signature pages of any Joinder Agreements (as defined below) executed and delivered pursuant to Section 12.2 hereto (each, including JPM (as defined herein), an “Investor” and, collectively, the “Investors”).
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • July 14th, 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
KEY MANAGEMENT SEVERANCE AGREEMENTKey Management Severance Agreement • February 23rd, 2004 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio
This Severance Agreement (the “Agreement”) is made as of July 7, 2000 by and between OWENS CORNING, a Delaware corporation (the “Company”), and Charles E. Dana, an officer of the Company (“Executive”).
Exhibit 10 ---------- KEY MANAGEMENT SEVERANCE AGREEMENT This Severance Agreement (the "Agreement") is made as of September 1, 2000 by and between OWENS CORNING, a Delaware corporation (the "Company"), and David L. Johns, an officer of the Company...Key Management Severance Agreement • March 21st, 2002 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio
RENEWAL AGREEMENT RENEWAL AGREEMENT between Owens Corning, a Delaware corporation which was formerly known as Owens-Corning Fiberglas Corporation (the "Corporation") and Glen H. Hiner, Jr. (the "Employee"), which is to be effective as of July 31,1999,...Renewal Agreement • March 13th, 1998 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
Re: Purchase of Celfortec Division of Celfort Construction Materials Inc. We refer to the Asset Purchase Agreement dated as of August 30, 1996 between OC Celfortec Inc. as Purchaser, Owens Corning as Purchaser's Guarantor, Celfort Construction...Owens Corning • December 26th, 1996 • Abrasive, asbestos & misc nonmetallic mineral prods
AMENDMENT NO. 2 DATED AS OF NOVEMBER 30, 1998Owens Corning • March 15th, 1999 • Abrasive, asbestos & misc nonmetallic mineral prods • New York
Form of ConfirmationOwens Corning • July 5th, 2006 • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.
September 29, 1997 William W. Colville Management Practice, Inc. 342 Madison Avenue Suite 1230 New York, NY 10173 Consulting Agreement Dear Bill: This will confirm our agreement to amend the terms of the Consulting Agreement dated as of January 1,...Owens Corning • March 13th, 1998 • Abrasive, asbestos & misc nonmetallic mineral prods
AMENDMENT NO. 4 dated as of December 31, 1996 to CREDIT AGREEMENT dated as of November 2, 1993 THIS AMENDMENT NO. 4 (this "Amendment"), dated as of December 31, 1996, among OWENS CORNING (formerly known as Owens- Corning Fiberglas Corporation), a...Owens Corning • March 20th, 1997 • Abrasive, asbestos & misc nonmetallic mineral prods • New York
KEY MANAGEMENT SEVERANCE AGREEMENTKey Management Severance Agreement • February 22nd, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Amended and Restated Severance Agreement (the “Agreement”) is made as of February 20, 2006 by and between OWENS CORNING, a Delaware corporation (the “Company”), and David T. Brown, an officer of the Company (“Executive”).
PLAN SUPPORT AGREEMENTPlan Support Agreement • May 11th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This Agreement (as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof, the “Agreement”), dated as of May , 2006, is entered into by and among Owens Corning (the “Company” or the “Debtor”), subject, however, to the approval of the Bankruptcy Court (as defined below), the Asbestos Claimants Committee (the “ACC”) and the Future Claimants’ Representative (collectively with the Debtor and the ACC, the “Plan Proponents”), and each of the undersigned holders (each, a “Holder”, and collectively, the “Holders”) of Pre-Petition Bonds issued by the Company (the “Bonds”).
Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs: Celfort Construction Materials Inc., a Canada corporation, (hereinafter the "Selling Stockholder") proposes to sell through you acting as broker for the Selling Stockholder, or...Owens Corning • October 30th, 1996 • Abrasive, asbestos & misc nonmetallic mineral prods
Celfort Construction Materials Inc., a Canada corporation, (hereinafter the "Selling Stockholder") proposes to sell through you acting as broker for the Selling Stockholder, or to sell through you acting as dealer, certain shares (hereinafter called the "Shares") of Common Stock, $.10 par value per share (hereinafter called the "Common Stock"), of Owens Corning, a Delaware corporation (hereinafter called the "Company").
Agreement with Charles E. DanaOwens Corning • February 23rd, 2004 • Abrasive, asbestos & misc nonmetallic mineral prods
By action taken in 1995 and 1997, Owens Corning agreed to provide Charles E. Dana a supplemental pension benefit, under Owens Corning’s pension plan formula in existence on his employment date, determined as if he had earned 1½ years of service for each year worked, provided that he remains an Owens Corning employee for no less than ten years following his November 15, 1995 employment date.
RELEASE AND NON-COMPETITION AGREEMENTRelease and Non-Competition Agreement • March 28th, 2003 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
This RELEASE AND NON-COMPETITION AGREEMENT (the “Agreement”) is made by and between Glen H. Hiner (“Hiner”), for himself and his heirs, executors, successors and assigns, and Owens Corning, and each of its subsidiaries, predecessors, successors, affiliated entities and past, present and future officers, directors, employees, agents, attorneys and assigns (all collectively, “OWENS CORNING” for purposes of this Agreement);
Exhibit (10) ------------ KEY MANAGEMENT SEVERANCE AGREEMENT ---------------------------------- This Severance Agreement (the "Agreement") is made as of November 24, 1998 by and between OWENS CORNING, a Delaware corporation (the "Company"), and David...Management Severance Agreement • March 14th, 2000 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio
Agreement with Domenico Cecere Owens Corning agreed to provide Domenico Cecere, upon his employment with Owens Corning in 1993, a supplemental pension benefit, under Owens Corning's pension plan formula in existence on his employment date, determined...Owens Corning • March 13th, 1998 • Abrasive, asbestos & misc nonmetallic mineral prods
KEY MANAGEMENT SEVERANCE AGREEMENTKey Management Severance Agreement • March 8th, 2005 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Ohio
This Severance Agreement (the “Agreement”) is made as of January 1, 2004 by and between OWENS CORNING, a Delaware corporation (the “Company”), and Joseph C. High, an officer of the Company (“Executive”).
SECTION 1. Agreement to Standstill. ------------------------Standstill and Waiver Agreement • August 13th, 2001 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
