EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • May 11th, 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
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”).
