PURCHASE AGREEMENT Dated as of July 26, 2007 By and Between OWENS CORNING, SOCIÉTÉ DE PARTICIPATIONS FINANCIERES ET INDUSTRIELLES S.A.S. and the Other Parties Named HereinPurchase Agreement • August 1st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This Purchase Agreement (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made as of the 26th day of July, 2007, by and between Owens Corning, a corporation organized under the laws of Delaware (“Owens Corning”), Société de Participations Financières et Industrielles S.A.S., a company organized under the laws of France (“Saint-Gobain”) and, solely in respect of their obligations as set forth in Sections 2.01 and 2.02, the Purchasing Companies. Owens Corning and Saint-Gobain are sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • August 1st, 2007 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is dated as of July , 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”) and Ondatra S.A.S. (“SG Topco”), a société par actions simplifiée organized under the laws of France. Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the MCA (as defined below).
