Formation of the Company and its Subsidiaries from Joint Venture Agreement
THIS JOINT VENTURE AGREEMENT (together with the Schedules hereto, the JV Agreement), dated as of February 20, 2007, between Owens Corning Composite Cooperatief U.A. (OC Topco), a company organized under the Laws of The Netherlands, Owens Corning, a company organized under the Laws of Delaware (OC Parent), Ondatra S.A.S., a company organized under the Laws of France (SG Topco and, together with OC Topco, the Parties), and Societe de Participations Financieres et Industrielles S.A.S., a company organized under the Laws of France (SG Parent).
Formation of the Company and its Subsidiaries. Prior to the Closing, the Parties shall cause the Company to be formed as a Belgian societe privee a responsabilite limitee, with a capital of EUR 18,550.00, fully paid in cash to the extent of sixty percent (60%) by OC Topco and to the extent of forty percent (40%) by SG Topco and with the corporate charter (statuts) of the Company, substantially in the form set forth in Schedule 2.1(a) (the Charter). Thereafter and prior to the Closing, (i) the Parties shall cause a Belgian societe anonyme to be formed, which shall act as manager (gerant) of the Company (the Management Company), with a capital of EUR 61,500.00, fully paid in cash, which shall be owned sixty percent (60%) by OC Topco and forty percent (40%) by SG Topco, and with the corporate charter (statuts), substantially in the form set forth in Schedule 2.1(b) (the Management Company Charter), (ii) Owens Corning shall form a Delaware limited liability company (US Holdco); (iii) OC Topco shall designate OC NL Invest Cooperatief U.A. as Non-US Holdco, and (iv) the Parties shall form or cause the Company to form such other companies as are contemplated to be organized in the Master Contribution Agreement.