0001193125-06-141942 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 5th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This Registration Rights Agreement (this “Agreement”), dated as of [ ], 2006, is made by and among (i) subject to the entry of the Agreement Order (as defined below), Owens Corning, a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “Company”) and (ii) J.P. Morgan Securities Inc. (“JPMorgan Securities”) and any parties identified on the signature pages of any Joinder Agreements (as defined below) executed and delivered pursuant to Section 12.2 hereto (each, including JPM (as defined herein), an “Investor” and, collectively, the “Investors”).

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Form of Confirmation
Confirmation Agreement • July 5th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware

This Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below and supersedes all or any prior written or oral agreements in relation to the Transaction.

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