THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF MARCH 1, 2024 BY AND AMONG OWENS CORNING RECEIVABLES LLC, as Seller, OWENS CORNING SALES, LLC, as initial Servicer, THE VARIOUS CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC...Receivables Purchase Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 1, 2024, by and among OWENS CORNING RECEIVABLES LLC, a Delaware limited liability company, as seller (the “Seller”), OWENS CORNING SALES, LLC, a Delaware limited liability company (“Owens Corning Sales”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), the various CONDUIT PURCHASERS, RELATED COMMITTED PURCHASERS, LC BANKS and PURCHASER AGENTS from time to time party hereto, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”), and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as structuring agent (in such capacity, “Structuring Agent”).
PERFORMANCE SHARE UNIT AWARD AGREEMENT pursuant to the OWENS CORNING PERFORMANCE SHARE UNIT AWARDPerformance Share Unit Award Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
Owens Corning, a Delaware corporation (the “Company”), has granted to [Participant Name] (the “Holder”), as of [Grant Date], (the “Grant Date”), pursuant to the provisions of the Owens Corning 2023 Stock Plan (the “Plan”), [Number of Shares Granted] share-settled Performance Share Units (the “Units”) relating to shares of common stock, $0.01 par value, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan (the “Award”). The Units comprising the Award may be recorded in an unfunded Unit account in the Holder’s name maintained by the Company. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.
RESTRICTED STOCK UNIT AWARD AGREEMENT pursuant to the OWENS CORNING RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
OWENS CORNING, a Delaware corporation (the “Company”), has granted to [Participant Name] (the “Holder”), as of [Grant Date] (the “Grant Date”), pursuant to the provisions of the Owens Corning 2023 Stock Plan (the “Plan”), [Number of Shares Granted] restricted stock units (the “Units”) relating to shares of common stock, $0.01 par value, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the shares of Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such shares, including, but not limited to, voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms n
364-DAY TERM LOAN AGREEMENT dated as of March 1, 2024, by and among OWENS CORNING, as Borrower, the Lenders referred to herein, and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC., as Sole Lead Arranger...364-Day Term Loan Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
364-DAY TERM LOAN AGREEMENT, dated as of March 1, 2024, by and among OWENS CORNING, a Delaware corporation (the “Borrower”), the lenders signatory hereto and the lenders who may become a party to this Agreement pursuant to the terms hereof (collectively with the lenders signatory hereto, the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent (the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of March 1, 2024 between OWENS CORNING SALES, LLC, as an Originator, THE OTHER ORIGINATORS FROM TIME TO TIME PARTY HERETO and OWENS CORNING RECEIVABLES LLC, as the CompanyPurchase and Sale Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 1, 2024 is entered into between OWENS CORNING SALES, LLC, a Delaware limited liability company (the “Contributing Originator”), THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each an “Originator” and together with the Contributing Originator, the “Originators”) and OWENS CORNING RECEIVABLES LLC, a Delaware limited liability company (the “Company”).
OWENS CORNING WORLD HEADQUARTERS ONE OWENS CORNING PARKWAY TOLEDO, OHIO 43659Retention and Transaction Bonus Agreement • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods
SECOND AMENDED AND RESTATED PERFORMANCE GUARANTYPerformance Guaranty • April 24th, 2024 • Owens Corning • Abrasive, asbestos & misc nonmetallic mineral prods • New York
This SECOND AMENDED AND RESTATED PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of March 1, 2024, is made by OWENS CORNING, a Delaware corporation (the “Performance Guarantor”), in favor of PNC Bank, National Association (“PNC”), as administrator (together with its successors and assigns in such capacity, the “Administrator”), for the benefit of itself, the Purchasers, the Purchaser Agents and their respective successors and assigns under the Receivables Purchase Agreement (as defined below). Capitalized terms used, but not otherwise defined herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement referred to below or, if not defined therein, the respective meanings assigned thereto in the Sale Agreement referred to below.
