0001123292-06-000650 Sample Contracts

Deutsche Bank
Letter Agreement • November 13th, 2006 • D. E. Shaw Laminar Portfolios, L.L.C. • Abrasive, asbestos & misc nonmetallic mineral prods
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JOINT FILING AGREEMENT
Joint Filing Agreement • November 13th, 2006 • D. E. Shaw Laminar Portfolios, L.L.C. • Abrasive, asbestos & misc nonmetallic mineral prods

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Owens Corning, 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 SYNDICATION AGREEMENT
Syndication Agreement • November 13th, 2006 • D. E. Shaw Laminar Portfolios, L.L.C. • Abrasive, asbestos & misc nonmetallic mineral prods

THIS FIRST AMENDMENT TO SYNDICATION AGREEMENT, dated as of September 27, 2006 (this “Amendment”), is among J.P. Morgan Securities Inc., a Delaware corporation (the “Initial Purchaser”), and the several investors (each a “Backstop Purchaser” and collectively the “Backstop Purchasers”) who are signatories to that certain Syndication Agreement, dated as of May 10, 2006 (the “Agreement”). Terms defined in the Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

Contract
Syndication Agreement • November 13th, 2006 • D. E. Shaw Laminar Portfolios, L.L.C. • Abrasive, asbestos & misc nonmetallic mineral prods • New York

SYNDICATION AGREEMENT, dated as of May 10, 2006 (the “Agreement”), between J.P. MORGAN SECURITIES INC., a Delaware corporation (the “Initial Purchaser”) and the several investors listed on the signature pages hereto (each a “Backstop Purchaser” and collectively the “Backstop Purchasers”).

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