FOURTH SUPPLEMENTAL INDENTURE Dated as of May 26, 2010 Among OWENS CORNING, As Issuer OC CANADA HOLDINGS GENERAL PARTNERSHIP, Each of the SUBSIDIARY GUARANTORS party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee
Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
Dated as of May 26, 2010
Among
XXXXX CORNING,
As Issuer
OC CANADA HOLDINGS GENERAL PARTNERSHIP,
Each of the SUBSIDIARY GUARANTORS party hereto
and
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
As Trustee
6.500% Senior Notes Due 2016
7.000% Senior Notes Due 2036
THIS FOURTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of May 26, 2010, among OC CANADA HOLDINGS GENERAL PARTNERSHIP, a Delaware corporation (the “Guaranteeing Subsidiary”), XXXXX CORNING, a Delaware corporation (“Company”), the SUBSIDIARY GUARANTORS listed on the signature pages hereto (“Subsidiary Guarantors”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United Sates of America, as Trustee (“Trustee”).
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”);
WHEREAS, the Guaranteeing Subsidiary, concurrently with the execution of this Supplemental Indenture, will guarantee the Company’s Obligations under the Credit Agreement, and will execute and deliver the Note Guarantee to the Trustee; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Company, the Guaranteeing Subsidiary, the Subsidiary Guarantors desire to execute and deliver this Supplemental Indenture, have requested the Trustee join with them in the execution and delivery of this Supplemental Indenture and in accordance with Section 9.06 of the Indenture have delivered to the Trustee an Opinion of Counsel stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture, and in accordance with and Section 12.04 of the Indenture have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of this Supplemental Indenture have been complied with; and
WHEREAS, the Company, the Guaranteeing Subsidiary, the Subsidiary Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture, and the Guaranteeing Subsidiary is authorized to execute and deliver the Note Guarantee to the Trustee.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
* * * *
OC CANADA HOLDINGS GENERAL PARTNERSHIP | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING | ||
By: | /s/ Xxxxxxx XxXxxxxx | |
Name: | Xxxxxxx XxXxxxxx | |
Title: | Vice President Finance and Treasurer | |
By: | /s/ Xxxxxxx X. Xxxxx | |
Name: | Xxxxxxx X. Xxxxx | |
Title: | Senior Vice President, | |
General Counsel and Secretary | ||
CDC CORPORATION | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
ENGINEERED PIPE SYSTEMS, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Xxxxxx | |
XXXX COMPANY | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
FALCON FOAM CORPORATION | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer |
Fourth Supplemental Indenture
INTEGREX VENTURES LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
IPM INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
JEFFERSON HOLDINGS, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
MODULO USA LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
OCCV1, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
OCCV2, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer |
Fourth Supplemental Indenture
XXXXX CORNING COMPOSITE MATERIALS, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING CONSTRUCTION SERVICES, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING MASONRY PRODUCTS, LLC (F/K/A XXXXX CORNING CULTURED STONE, LLC) | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
OCV INTELLECTUAL CAPITAL, LLC (F/K/A XXXXX-XXXXXXX FIBERGLAS TECHNOLOGY II, LLC) | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING FOAM INSULATION, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING FRANCHISING, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer |
Fourth Supplemental Indenture
XXXXX-XXXXXXX FUNDING CORPORATION | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING HOMEXPERTS, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING HT, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING INSULATING SYSTEMS, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING INTELLECTUAL CAPITAL, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING OVERSEAS HOLDING, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING ROOFING AND ASPHALT, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer |
Fourth Supplemental Indenture
XXXXX CORNING SALES, LLC (F/K/A XXXXX CORNING SALES, INC.) | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING SCIENCE AND TECHNOLOGY, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
XXXXX CORNING U.S. HOLDINGS, LLC | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
PALMETTO PRODUCTS, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer | |
SOLTECH, INC. | ||
By: | /s/ Xxxxxxx X. XxXxxxxx | |
Name: | Xxxxxxx X. XxXxxxxx | |
Title: | Authorized Signer |
Fourth Supplemental Indenture
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | Vice President |
Fourth Supplemental Indenture