EX-10.1



 Exhibit 10.1 
 EXECUTION VERSION 
 This SECOND AMENDMENT TO CREDIT AGREEMENT (this
“Amendment”) is dated as of July 27, 2011 and is by and among 
 (i) OWENS CORNING, a
Delaware corporation (the “U.S. Borrower”); 
 (ii) the Lenders party to the Credit Agreement
referenced below; and 
 (iii) WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity,
the “Administrative Agent”). 
 Unless otherwise indicated, all capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. 
 W I
T N E S S E T H : 
 WHEREAS, the U.S. Borrower, the Lenders, the
Administrative Agent and certain other parties are parties to the Credit Agreement dated as of May 26, 2010 (as amended, supplemented and/or otherwise modified from time to time through, but not including, the date hereof, the “Credit
Agreement”); and 
 WHEREAS, the parties hereto have agreed to amend the Credit Agreement on the terms and conditions
set forth herein; 
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following amendment to the Credit Agreement. 

1. Amendments to Credit Agreement. (a) The definition of “Applicable Margin” set forth in Section 1.1 of the
Credit Agreement is hereby amended by deleting the table in such definition and replacing it with the following: 
  

									
	 Pricing

Level
	  	Debt Rating	  	LIBOR
+	 	Base
Rate
+	 	Facility
Fee
	I	  	>A-/>A3	  	0.875%	 	0.000%	 	0.125%
	II	  	BBB+/Baa1	  	0.975%	 	0.000%	 	0.150%
	III	  	BBB/Baa2	  	1.050%	 	0.050%	 	0.200%
	IV	  	BBB-/Baa3	  	1.275%	 	0.275%	 	0.225%
	V	  	BB+/Ba1	  	1.450%	 	0.450%	 	0.300%
	VI	  	<BB+/<Ba1	  	1.650%	 	0.650%	 	0.350%








 (b) The definition of “Maturity Date” set forth in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows: 
 “Maturity Date”
shall mean the earliest to occur of (i) July 27, 2016, (ii) the date of termination of the entire Revolving Credit Commitment by the Borrowers pursuant to Section 2.5, or (iii) the date of termination of the Revolving
Credit Commitment pursuant to Section 9.2(a). 
 (c) Schedule 1.1(a) of the Credit Agreement is hereby deleted and
replaced with the form of Schedule 1.1(a) attached hereto as Exhibit B.
 2. Representations and Warranties. The U.S.
Borrower hereby represents and warrants that: 
 (a) The representations and warranties contained in Article VI of
the Credit Agreement (other than Section 6.5(e) of the Credit Agreement) are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of such date, except for any representation and
warranty made as of an earlier date, which representation and warranty is true and correct in all material respects as of such earlier date. 
 (b) Since December 31, 2010, nothing has occurred (singly or in aggregate with all other occurrences) that has had, or could reasonable be expected to have, a Material Adverse Effect. 

(c) No Default or Event of Default has occurred and is continuing as of the date hereof. 

3. Effectiveness. This Amendment is a Loan Document and shall become effective upon the date (the “Effective
Date”) of the satisfaction of all of the following conditions: (a) the execution and delivery hereof by the U.S. Borrower, the Administrative Agent, the Issuing Lender, the Swingline Lender and each of the Lenders, (b) the
execution and delivery by each of the Guarantors of an Affirmation of Guaranty Agreements in the form of Exhibit A hereto and (c) all outstanding principal, interest, fees and other amounts under the Credit Agreement having been repaid in full
on the Effective Date (it being understood that such repayment may be made out of the proceeds of the Loans made on the Effective Date by the Lenders in accordance with their new Revolving Credit Commitment Percentages giving effect to this
Amendment). Contemporaneously with the effectiveness hereof, all participations in all outstanding Letters of Credit and L/C Obligations shall be deemed automatically reallocated among the L/C Participants in accordance with their new Revolving
Credit Commitment Percentages giving effect to this Amendment. 
 4. References. Upon the effectiveness hereof, each
reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. 
 5. No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative
Agent or the Lenders, nor constitute a waiver of or consent to any provision 

  
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of the Credit Agreement or any other Loan Documents executed and/or delivered in connection therewith. 
 6. Counterparts. This Amendment may be executed in any number of counterparts (and by the different parties hereto on separate counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. Delivery of an executed signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 

7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

 8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose. 
 *    *    * 


  
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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized signatories to
execute and deliver this Amendment as of the date first above written. 
  

			
	 OWENS CORNING

		
	By:	 	 /s/ Michael C. McMurray

		 	Name: Michael C. McMurray
		 	Title: Vice President Finance and Treasurer



 

			
	By:	 	 /s/ Jonathan Lyons

		 	Name: Jonathan Lyons
		 	Title: Assistant Treasurer



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent, Issuing
Lender, Swingline Lender and
Lender

		
	By:	 	 /s/ John D. Brady

		 	Name: John D. Brady
		 	Title: Director



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	BANK OF AMERICA, N.A.,
	as a Lender
		
	By:	 	 /s/ Chris Burns

		 	Name: Chris Burns
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 THE BANK OF NOVA SCOTIA,
 as a Lender

		
	 By:
	 	 /s/ Christopher Usas

		 	Name: Christopher Usas
		 	Title: Director



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Peter S. Predun

		 	Name: Peter S. Predun
		 	Title: Executive Director



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 CITIBANK, N.A.,

as a Lender

		
	By:	 	 /s/ Michael Vondriska

		 	Name: Michael Vondriska
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 BNP PARIBAS,
 as
a Lender

		
	By:	 	 /s/ Michael Kowalczuk

		 	Name: Michael Kowalczuk
		 	Title: Director
		
	By:	 	 /s/ Berangere Allen

		 	Name: Berangere Allen
		 	Title: Director



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as a Lender
		
	By:	 	 /s/ David Cagle

		 	Name: David Cagle
		 	Title: Managing Director
		
	By:	 	 /s/ Blake Wright

		 	Name: Blake Wright
		 	Title: Managing Director



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
 as a Lender

		
	By:	 	 /s/ Edward D. Herko

		 	Name: Edward D. Herko
		 	Title: Director
		
	By:	 	 /s/ Ming K. Chu

		 	Name: Ming K. Chu
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 MORGAN STANLEY BANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Sherrese Clarke

		 	Name: Sherrese Clarke
		 	Title: Authorized Signatory



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 PNC BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Richard C. Hampson

		 	Name: Richard C. Hampson
		 	Title: Senior Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 SUMITOMO MITSUI BANKING
 CORPORATION, as a Lender

		
	By:	 	 /s/ Shuji Yabe

		 	Name: Shuji Yabe
		 	Title: General Manager



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Navneet Khanna

		 	Name: Navneet Khanna
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	FIFTH THIRD BANK, an Ohio Banking
Corporation, as a Lender
		
	By:	 	 /s/ Brian Jelinski

		 	Name: Brian Jelinski
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	 /s/ Mark Walton

		 	Name: Mark Walton
		 	Title: Authorized Signatory



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	HSBC BANK USA, NATIONAL ASSOCIATION,
as a Lender
		
	By:	 	 /s/ Robert J. McArdle

		 	Name: Robert J. McArdle
		 	Title: SVP, CE



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 BANK OF CHINA, NEW YORK BRANCH,
 as a Lender

		
	By:	 	 /s/ Dong Yuan

		 	Name: Dong Yuan
		 	Title: Deputy General Manager



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 
			
	 THE BANK OF NEW YORK MELLON,
 as a Lender

		
	By:	 	 /s/ Jeffrey Dears

		 	Name: Jeffrey Dears
		 	Title: Vice President



  
 Signature
Page to 
 Second Amendment to Credit Agreement 








 EXHIBIT A 

AFFIRMATION OF GUARANTY AGREEMENTS 
 Each of the undersigned acknowledges receipt of a copy of that certain Second Amendment to Credit Agreement dated as of the date hereof (the “Amendment”) relating to the Credit Agreement
dated as of May 26, 2010 (the “Credit Agreement”) referred to therein, consents to the Amendment and each of the transactions referenced therein, hereby reaffirms its obligations under the U.S. Borrower’s Guaranty (in the
case of the U.S. Borrower) and the Subsidiary Guaranty Agreement (in the case of all other signers hereof) and agrees that all references in the Guaranty Agreements to the “Credit Agreement” shall mean and be a reference to the Credit
Agreement as amended by the Amendment. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement. 
 IN WITNESS WHEREOF, each Guarantor has caused this Affirmation of Guaranty Agreements to be executed and delivered as of the date hereof. 
 Dated as of July     , 2011. 
  

			
	OWENS CORNING
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 [additional signature pages follow] 







 
					
	 CDC CORPORATION

ENGINEERED PIPE SYSTEMS, INC.
 ERIC
COMPANY
 FALCON FOAM CORPORATION

INTEGREX VENTURES LLC
 IPM INC.

JEFFERSON HOLDINGS, INC.
 MODULO USA
LLC
 OCCV1, INC.
 OCCV2, LLC

OCV INTELLECTUAL CAPITAL, LLC
 OWENS CORNING
COMPOSITE MATERIALS, LLC
 OWENS CORNING CONSTRUCTION SERVICES, LLC
 OWENS CORNING FOAM INSULATION, LLC
 OWENS CORNING FRANCHISING, LLC

OWENS CORNING HOMEXPERTS, INC.
 OWENS CORNING HT,
INC.
 OWENS CORNING INSULATING SYSTEMS, LLC
 OWENS CORNING INTELLECTUAL CAPITAL, LLC
 OWENS CORNING ROOFING AND ASPHALT, LLC

OWENS CORNING SALES, LLC
 OWENS CORNING SCIENCE
AND TECHNOLOGY, LLC
 OWENS CORNING U.S. HOLDINGS, LLC
 OWENS-CORNING FUNDING CORPORATION
 OWENS-CORNING OVERSEAS HOLDINGS, INC.

PALMETTO PRODUCTS, INC.
 SOLTECH,
INC.

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Authorized Officer for each of the above Guarantors



  
 Signature
Page to 
 Affirmation of Guaranty Agreements 








 
			
	 OC CANADA HOLDINGS GENERAL
PARTNERSHIP
 By OC Canada Holdings Company


		
	By:	 	  

		 	Name:
		 	Title: Authorized Officer



  
 Signature
Page to 
 Affirmation of Guaranty Agreements 








 EXHIBIT B 

Schedule 1.1(a) 
 Revolving Credit Commitments 
  

					
	 Lender
	  	Revolving
Loan
Commitment	 
	 Wells Fargo Bank, National Association
	  	$	80,000,000	  
	 Bank of America, N.A.
	  	$	80,000,000	  
	 The Bank of Nova Scotia
	  	$	60,000,000	  
	 JPMorgan Chase Bank, N.A.
	  	$	60,000,000	  
	 Citibank, N.A.
	  	$	60,000,000	  
	 BNP Paribas
	  	$	45,000,000	  
	 Credit Agricole Corporate and Investment Bank
	  	$	45,000,000	  
	 Deutsche Bank AG New York Branch
	  	$	45,000,000	  
	 Morgan Stanley Bank, N.A.
	  	$	45,000,000	  
	 PNC Bank, National Association
	  	$	45,000,000	  
	 Sumitomo Mitsui Banking Corporation
	  	$	45,000,000	  
	 U.S. Bank National Association
	  	$	45,000,000	  
	 Fifth Third Bank
	  	$	40,000,000	  
	 Goldman Sachs Bank USA
	  	$	40,000,000	  
	 HSBC Bank USA, National Association
	  	$	35,000,000	  
	 Bank of China, New York Branch
	  	$	15,000,000	  
	 The Bank of New York Mellon
	  	$	15,000,000	  
	 TOTAL
	  	$	800,000,000