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
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.
February 24, 2010Purchase Agreement • March 3rd, 2010 • Owens Corning/Fibreboard Asbestos Personal Injury Trust • 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
