REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of July 7, 2006, is made by and between (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) the Owens Corning/Fibreboard Asbestos Personal Injury Trust (as defined in the Amended Plan, the “Trust”).
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Subject to the approval of this Agreement by the Bankruptcy Court (as defined below), Owens Corning, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to offer and sell shares of its new common stock, par value $0.10 per share, to be issued pursuant to its Amended Plan (as defined below) (together with any associated share purchase rights other than the Rights (as defined below), “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of a Bondholder Claim, and each Holder of an Allowed Class A6-A Claim or an Allowed Class A6-B Claim (each an “Eligible Holder”), as of the date (the “Record Date”) fixed by the Bankruptcy Court for the solicitation of acceptances and rejections of the Amended Plan, shall be offered the right (each, a “Right”) to purchase up to its Pro Rata share of 72,900,000 shares (each a “Share”) of New Common Stock at a purchase price of $30.00 per Share (the “Pur
SERIES A WARRANT AGREEMENT Dated as of October 31, 2006 between OWENS CORNING and AMERICAN STOCK TRANSFER & TRUST COMPANY as Warrant AgentWarrant Agreement • December 8th, 2006 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
SERIES A WARRANT AGREEMENT (this “Warrant Agreement”), dated as of October 31, 2006, between Owens Corning, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”).
