OWENS CORNING (a Delaware corporation) 12,261,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • March 3rd, 2010 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and the Owens Corning/Fibreboard Asbestos Personal Injury Trust (the “Trust”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 3rd, 2010 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • 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 by the Owens Corning/Fibreboard Asbestos Personal Injury Trust, the PI Trust Advisory Committee and Michael J. Crames, in his capacity as the Future Claimants’ Representative under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006, as amended, on behalf of each of them of 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.
FIRST AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Deutsche Bank AG, London Branch (“Deutsche”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).
FIRST AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and JPMorgan Chase Bank, National Association, London Branch (“JPMorgan”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).
ACCOUNT CONTROL AGREEMENTAccount Control Agreement • May 29th, 2013 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
THIS ACCOUNT CONTROL AGREEMENT (the “Agreement”) is effective as of May 24, 2013, among OWENS CORNING FIBREBOARD ASBESTOS PERSONAL INJURY TRUST (“Pledgor”), THE BANK OF NEW YORK MELLON, as custodian (“Custodian”), and DEUTSCHE BANK AG, LONDON BRANCH (“Secured Party”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 2nd, 2007 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • 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 by the Owens Corning/Fibreboard Asbestos Personal Injury Trust, the PI Trust Advisory Committee and Michael J. Crames, in his capacity as the Future Claimants’ Representative under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006, on behalf of each of them of 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.
February 24, 2010Owens Corning/Fibreboard Asbestos Personal Injury Trust • March 3rd, 2010 • Abrasive, asbestos & misc nonmetallic mineral prods
The undersigned, stockholder of Owens Corning, a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (together with Merrill Lynch, the “Representatives”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and Owens Corning/Fibreboard Asbestos Personal Injury Trust, a Delaware statutory trust, acting through its trustees (the “Selling Stockholder”) providing for the public offering of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the Pur
FIRST AMENDMENT TO THE CONFIRMATIONOwens Corning/Fibreboard Asbestos Personal Injury Trust • December 19th, 2006 • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT dated as of October 30, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Bank of America, N.A. (“BofA”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).
FIRST AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Bear Stearns International Limited (“BSIL”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).
FIRST AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
FIRST AMENDMENT dated as of October 27, 2006 (the “Amendment”), by and among Owens Corning (Reorganized) Inc., a Delaware corporation (“New Owens Corning”), Owens Corning, a Delaware corporation (as debtor-in-possession, and as a reorganized debtor, “OCD”), and Lehman Brothers OTC Derivatives Inc. (“Lehman”). Each capitalized term used but not defined in this Amendment shall have the meaning given to it in the Confirmation (as defined below).
OWENS CORNING/FIBREBOARD FORM OF ASBESTOS PERSONAL INJURY TRUST AGREEMENTTrust Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement (hereinafter referred to as the “PI Trust Agreement”), dated the date set forth on the signature page hereof and effective as of the later of the Effective Date or the date this Agreement is executed by the Trustees (“Trustees”) and Wilmington Trust Company (the “Delaware Trustee”), is entered into by Owens Corning (“OC,” the “Settlor,” or the “Debtor”), a Delaware corporation, the Debtor and debtor-in-possession in Case No. 00-03837 in the United States Bankruptcy Court for the District of Delaware as Settlor; the Future Claimants’ Representative; the Official Committee of Asbestos Claimants (“Committee”); and the Trustees and the members of the PI Trust Advisory Committee (“TAC”), who are further identified on the signature pages hereof and appointed at Confirmation pursuant to the Sixth Amended Joint Plan of Reorganization for Owens Corning and Its Affiliated Debtors and Debtors-In-Possession (As Modified) (“Plan
JOINT FILING AGREEMENTJoint Filing Agreement • December 19th, 2006 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • 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 the Owens Corning/Fibreboard Asbestos Personal Injury Trust, the PI Trust Advisory Committee and James J. McMonagle, Esq., in his capacity as the Future Claimants’ Representative under the Owens Corning/Fibreboard Asbestos Personal Injury Trust Agreement, dated October 31, 2006, 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.
OWENS CORNING (a Delaware corporation) 7,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • May 6th, 2011 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • Abrasive, asbestos & misc nonmetallic mineral prods • New York
Owens Corning, a Delaware corporation (the “Company”), and Owens Corning/Fibreboard Asbestos Personal Injury Trust, a Delaware statutory trust (the “Selling Stockholder”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC (together, the “Underwriters”) with respect to the sale by the Selling Stockholder, and the purchase by the Underwriters, of an aggregate of 7,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company. The aforesaid 7,000,000 shares of Common Stock to be purchased by the Underwriters are herein called the “Securities.”
