0001193125-08-040193 Sample Contracts

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”).

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OWENS CORNING SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 12, 2007, among Owens Corning Intellectual Capital, LLC, a Delaware limited liability company (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”).

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”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York

SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 31, 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.

JOINDER AGREEMENT
Joinder Agreement • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods

JOINDER dated as of October 26, 2007, to the Subsidiaries Guaranty (as defined below) among the undersigned and Citibank N.A., as Administrative Agent under the Credit Agreement (as defined below) (as may be amended, restated, supplemented and/or otherwise modified from time to time, this “Joinder”).

JOINDER AGREEMENT
Joinder Agreement • February 27th, 2008 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods

JOINDER dated as of October 26, 2007, to the Intercompany Subordination Agreement (as defined below) among the undersigned and Citibank N.A., as Administrative Agent under the Credit Agreement (as defined below) (as may be amended, restated, supplemented and/or otherwise modified from time to time, this “Joinder”).

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