Joinder Agreement to the Subsidiaries Guaranty



 Exhibit 4.2 
 JOINDER AGREEMENT 
 JOINDER dated as of April 24, 2008, to the Subsidiaries Guaranty (as defined
below) among the undersigned and Citibank N.A., as Administrative Agent under the Credit Agreement (as defined below) (as may be amended, restated, supplemented and/or otherwise modified from time to time, this “Joinder”).

 A. Reference is made to (a) the Credit Agreement dated as of October 31, 2006 (as the same may be amended, restated,
supplemented and/or otherwise modified from time to time, the “Credit Agreement”), among Owens Corning, the lenders from time to time party thereto and the Administrative Agent, and (b) the Subsidiaries Guaranty dated as of
October 31, 2006 (as amended, restated, supplemented and/or otherwise modified from time to time, the “Subsidiaries Guaranty”) among the Subsidiaries from time to time party thereto, as Guarantors, and Citibank, N.A., as
Administrative Agent. 
 B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement and the Subsidiaries Guaranty. 
 C. As an inducement to the further extensions of credit under the Credit Agreement,
the U.S. Borrower has agreed to cause the undersigned Subsidiary of the U.S. Borrower (each, an “Additional Guarantor”) to become a party to the Subsidiaries Guaranty. 
 Accordingly, the Additional Guarantor agrees as follows: 
 SECTION 1. In accordance with Section 22 of the Subsidiaries Guaranty, the Additional Guarantor by its signature below shall be included as a Guarantor under the Subsidiaries Guaranty with the same force and
effect as if originally named therein as a Guarantor and agrees to comply in all respects with all the terms and provisions of the Subsidiaries Guaranty. Each reference to “Guarantor” in the Subsidiaries Guaranty shall be deemed to include
the Additional Guarantor. 
 SECTION 2. The Additional Guarantor represents and warrants to the Administrative Agent and the Lenders that
this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that the enforceability thereof maybe limited by
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law, and
an implied covenant of good faith and fair dealing. 
 SECTION 3. This Joinder shall become effective when the Administrative Agent shall
have received counterparts of this Joinder bearing the signature of the Additional Guarantor. Delivery of an executed signature page to this Joinder by telecopy, or other electronic transmission shall be as effective as delivery of a manually signed
counterpart of this Joinder. 









 SECTION 4. Except as expressly supplemented hereby, the Subsidiaries Guaranty shall remain in full force
and effect. 
 SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK 

 SECTION 6. Any provision of this Joinder held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof and in the Subsidiaries Guaranty; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 7. All communications and
notices hereunder shall be in writing and given as provided in Section 14 of the Subsidiaries Guaranty. 
 SECTION 8. In the event of
any conflict between this Joinder and the Intercompany Subordination Agreement, the terms of the Intercompany Subordination Agreement shall control. From and after the execution and delivery hereof by the parties hereto, this Joinder shall
constitute a “Credit Document” for all purposes of the Credit Agreement. 









 IN WITNESS WHEREOF, the Additional Guarantor has duly executed this Joinder to the Subsidiaries Guaranty
as of the day and year first above written. 
  

			
	OCV FABRICS US, INC., as an Additional Guarantor
		
	By: 	 	/s/ Stephen K. Krull
		 	Name: Stephen K. Krull
		 	Title: Authorized Representative
	
	 Address:
 One Owens Corning
Parkway
 Toledo, OH 43659
 Tel:
(419) 248-8650



 Signature Page to 
 Joinder Agreement (Subsidiaries Guaranty) 









 Accepted and Agreed to: 
 CITIBANK, N.A., as Administrative Agent 
  

			
		
	By: 	 	/s/ Kevin A. Ege
		 	Name: Kevin A. Ege
		 	Title: Vice President

 Signature Page to 
 Joinder Agreement (Subsidiaries Guaranty)