OWENS CORNING VETROTEX REINFORCEMENTS OPTION AGREEMENT Dated as of February 20, 2007 By and Among Owens Corning and Owens Corning Composite Coöperatief U.A. and Société de Participations Financières et Industrielles S.A.S. and Ondatra S.A.S.Option Agreement • February 21st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
THIS OPTION AGREEMENT (the “Option Agreement”), dated as of February 20, 2007, among Owens Corning, a company organized under the Laws of the State of Delaware (“OC Parent”), Owens Corning Composite Coöperatief U.A. (“OC Topco”), a company organized under the Laws of The Netherlands, Société de Participations Financières et Industrielles S.A.S., a company organized under the Laws of France (“SG Parent”, OC Parent and SG Parent collectively, the “Parents”), and Ondatra S.A.S., a company organized under the Laws of France (“SG Topco”).
MASTER CONTRIBUTION AGREEMENT Dated as of February 20, 2007 By and Among OWENS CORNING, OWENS CORNING COMPOSITE COÖPERATIEF U.A., SOCIÉTÉ DE PARTICIPATIONS FINANCIÈRES ET INDUSTRIELLES S.A.S. ONDATRA S.A.S. and A BELGIAN SOCIÉTÉ PRIVÉE À...Master Contribution Agreement • February 21st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This Master Contribution Agreement (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made as of the 20th day of February, 2007, by and among Owens Corning, a corporation organized under the laws of Delaware (“Owens Corning”), Owens Corning Composite Coöperatief U.A. (“OC Topco”), a company organized under the laws of The Netherlands and a wholly-owned subsidiary of Owens Corning and its Subsidiaries, Société de Participations Financières et Industrielles S.A.S., a company organized under the laws of France (“Saint-Gobain”), Ondatra S.A.S. (“SG Topco”), a société par actions simplifiée organized under the laws of France and a wholly-owned subsidiary of Saint-Gobain and its Subsidiaries, and, subject to Section 2.01 hereof, a société privée à responsabilité limitée to be organized under the laws of Belgium (the “Company”). Owens Corning and Saint-Gobain are sometimes referred to herein individually as a “Parent” or collectively as the “Parents.” The Parents,
OWENS CORNING VETROTEX REINFORCEMENTS JOINT VENTURE AGREEMENT Dated as of February 20, 2007 By and Among Owens Corning and Owens Corning Composite Coöperatief U.A. and Société de Participations Financières et Industrielles S.A.S. and Ondatra S.A.S....Joint Venture Agreement • February 21st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
THIS JOINT VENTURE AGREEMENT (together with the Schedules hereto, the “JV Agreement”), dated as of February 20, 2007, between Owens Corning Composite Coöperatief U.A. (“OC Topco”), a company organized under the Laws of The Netherlands, Owens Corning, a company organized under the Laws of Delaware (“OC Parent”), Ondatra S.A.S., a company organized under the Laws of France (“SG Topco” and, together with OC Topco, the “Parties”), and Société de Participations Financières et Industrielles S.A.S., a company organized under the Laws of France (“SG Parent”).
