<PAGE>


                                                                   Exhibit (99)
                                                                   ------------


                         STANDSTILL AND WAIVER AGREEMENT

     STANDSTILL  AND  WAIVER   AGREEMENT  dated  as  of  May  [  ],  2001  (this
"Agreement")  among (A) Owens Corning and the affiliates of Owens Corning listed
on Exhibit A (collectively,  the "Debtors");  IPM, Inc.  ("IPM"),  Owens Corning
Fiberglas  Sweden Inc., and Vytec  Corporation  (collectively,  the  "Non-Debtor
Guarantors");  European  Owens-Corning  Fiberglas  S.A. and Owens Corning Canada
Inc. (collectively, the "Non-Debtor Borrowers");  Owens-Corning Capital Holdings
I,  Inc.  and  Owens-Corning  Capital  Holdings  II,  Inc.  (collectively,   the
"Consenting Subsidiaries"); the non-debtor affiliates of Owens Corning listed on
Exhibit B (the  "Consolidated IPM Affiliates") (the Non-Debtor  Guarantors,  the
Non-Debtor  Borrowers,  the Consenting  Subsidiaries  and the  Consolidated  IPM
Affiliates  are  sometimes  referred  to  collectively  herein  as the  "Covered
Non-Debtors");  various non-debtor  affiliates of Owens Corning that are a party
to any of the  credit  facilities  listed  on  Exhibit  C, as it may be  amended
hereafter  from time to time  pursuant to Section 10 below,  (each a  "Bilateral
Facility"  and  collectively,  the  "Bilateral  Facilities")  and  that  are not
otherwise Covered Non-Debtors (the "Bilateral  Affiliates");  various non-debtor
affiliates  of Owens  Corning  that are not  otherwise  Covered  Non-Debtors  or
Bilateral  Affiliates and that have funds currently subject to an administrative
freeze listed on Exhibit D (the "Setoff Affiliates") (the Bilateral  Affiliates,
the Setoff  Affiliates  and the Covered  Non-Debtors  are sometimes  referred to
collectively herein as the  "Non-Debtors");  and (B) Credit Suisse First Boston,
as Agent and Lender (the  "Agent"),  and the Bank  Lenders  listed on Exhibit E,
together with their successors, assigns and any other party participating in any
such Bank Lender's  interest  pursuant to Section  13.09 of that certain  Credit
Agreement  dated  as of June 26,  1997  (as  amended,  the  "Credit  Agreement")
(collectively,  the "Lenders").  The term "Credit  Agreement"  includes any Loan
Document as defined therein,  together with all documents executed and delivered
in connection therewith.

                  PRELIMINARY STATEMENTS:

     (1) Owens  Corning,  certain  of the  Debtors,  the  Non-Debtor  Borrowers,
certain of the Non-Debtor  Guarantors,  and the Lenders  entered into the Credit
Agreement.  The remaining Non-Debtor Guarantor subsequently executed a Guarantor
Supplement  (as  defined  under  the  Credit  Agreement)  and  thereby  became a
Guarantor  (as  defined  under  the  Credit   Agreement)   and  the   Consenting
Subsidiaries  subsequently  executed  Subsidiary  Consents (as shown on Schedule
6.01(b)(viii)   of  the  Credit   Agreement)  and  thereby   became   Consenting
Subsidiaries.

     (2) In order to reorganize Owens Corning's  European  insulation  business,
(i) N.V.  Owens  Corning  S.A.  ("OCSA")  was split in April  2000 to form Owens
Corning  Composites  S.P.R.L.  ("SPRL"),  (ii) IPM and Alcopor Holding AG formed
Alcopor Owens Corning  Holding AG ("AOCH") in May 2000,  and (iii) Owens Corning
(along  with  certain of its  subsidiaries)  in May 2000 sold shares of stock to
AOCH in Owens Corning Alcopor Belgium S.A., Owens Corning (UK) Holdings Limited,
Owens-Corning  Fiberglas  (U.K.) Limited,  Owens Corning Alcopor UK Ltd.,  Owens
Corning Polyfoam UK Ltd., and Owens Corning Alcopor France S.A.S. (collectively,
the "European  Insulation  Entities" and together with AOCH and their respective
subsidiaries,  affiliates,  predecessors,  successors and assigns,  the "Alcopor
Related  Entities").  OCSA and certain of the European  Insulation  Entities had
been  Designated  Subsidiary  Borrowers  (as  defined in the Credit  Agreement).
Notwithstanding  the  foregoing,  the  Lenders  have  asserted a right under the
Credit Agreement, which right has been disputed by Owens Corning, OCSA, SPRL and
the Alcopor Related Entities,  to recoup and setoff against funds in accounts of
OCSA,  SPRL and the  Alcopor  Related  Entities,  and  each of their  respective
subsidiaries, affiliates, predecessors, successors and assigns.
<PAGE>

     (3) On October 5, 2000 (the  "Petition  Date"),  the  Debtors  each filed a
voluntary  petition for relief under chapter 11 of title 11 of the United States
Code (the  "Bankruptcy  Code") in the U.S.  Bankruptcy Court for the District of
Delaware (the  "Court").  The Debtors  continue to operate their  businesses and
manage their properties as  debtors-in-possession  pursuant to Sections 1107 and
1108 of the Bankruptcy Code.

     (4) On the Petition Date, the Debtors commenced an adversary  proceeding in
the Court against the Lenders captioned "Owens Corning,  et al. v. Credit Suisse
First Boston, et al.," Adv. Pro. No. A-00-1575 (the "Adversary Proceeding").  In
connection with the Adversary  Proceeding,  the Debtors filed a motion seeking a
temporary restraining order and a preliminary injunction in order to prevent the
Lenders from exercising various rights and remedies arising (i) under the Credit
Agreement and the Loan  Documents (as defined  therein),  as against the Covered
Non-Debtors, and (ii) under the Bilateral Facilities, as against the Non-Debtors
that are a party to any Bilateral Facility.

     (5) Following  discussions  between Owens Corning and the Agent,  the Court
entered an Order on October  10,  2000 to which the  Lenders  did not object (as
modified,  the  "TRO"),  enjoining  and  restraining  the  Lenders  through  and
including  October  16,  2000  from  exercising  (i) "any  enforcement  right or
enforcement remedy" under the Credit Agreement or any Bilateral Facility against
any Non-Debtor;  or (ii) "any setoff rights" arising under the Credit Agreement,
any  Bilateral  Facility  or under  applicable  law,  except that  Lenders  were
permitted to impose an administrative  freeze on the accounts of any Non-Debtor.
The TRO further maintained the status quo by, among other things, (A) permitting
Lenders to exercise rights against Non-Debtors under Bilateral Facilities due to
any event of default other than a default  arising from the  commencement of the
Debtors' chapter 11 cases (the "Cases"), and (B) expressly preserving all rights
and remedies of all parties, including (x) objections to the jurisdiction of the
Court, and (y) matters regarding setoff rights and administrative freeze rights.

     (6) The Lenders have not objected to various  subsequent  modifications  of
the TRO and extensions  thereof  through and including May 22, 2001. The Lenders
and the Debtors  also  entered  into a  stipulation,  "so ordered" by the Court,
extending  the time within  which the Lenders  must  answer,  plead or otherwise
respond to the complaint filed in the Adversary  Proceeding until a date that is
fourteen days following the date that the Debtors  provide written notice to the
Agent that a response is demanded.

     (7) In  order  to avoid  the  uncertainties,  costs  and  time  demands  of
litigation,  the  Lenders  and the  Debtors  now  wish  to  resolve  the  issues
underlying  the  Adversary  Proceeding,  whereby the  Lenders  will agree not to
exercise  certain  remedies  against  the  Non-Debtors  for a period  of time in
consideration  of the  undertakings  of the  Debtors and  Non-Debtors  set forth
below.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree as
follows:
<PAGE>

                  SECTION 1.  Agreement to Standstill.
                              ------------------------

     (a) During the Standstill  Period (as defined below),  (A) the Lenders will
not exercise any right or remedy for the enforcement,  collection or recovery of
any of the Guaranteed  Obligations (as defined in the Credit Agreement) from any
of the Covered  Non-Debtors  other than with respect to valid Setoff  Rights (as
defined below)  existing as of the Petition Date, and (B) the Lenders party to a
Bilateral  Facility  will not,  as a result of any  default  thereunder  arising
solely from the commencement of the Cases,  which default shall be waived during
the Standstill Period (and by execution hereof, each such Lender shall be deemed
to have  waived any such  default),  exercise  any  enforcement  right or remedy
against any Non-Debtor  that is party to such agreement  other than with respect
to valid Setoff Rights existing as of the Petition Date, provided that no Lender
will be (I)  required  under  any  circumstances  to make  additional  loans  or
advances under a Bilateral  Facility to any  Non-Debtor;  or (II) prevented from
exercising  any  other  rights or  remedies  available  to it under a  Bilateral
Facility.  The term "Standstill  Period" means the period from the date on which
the conditions set forth in Section 5 below shall have been satisfied  until the
earliest  to  occur  of (i)  the  date  of the  filing  of a plan  or  plans  of
reorganization  in the Cases,  (ii) a termination due to an Event of Default (as
described  in  Section 7  below),  or (iii) the date  which is no  earlier  than
October 31, 2002 and which is forty-five (45) days after written notice has been
given  to  Owens  Corning  and  its  counsel  by  the  Agent  that  the  Lenders
constituting  the  Majority  Banks (as  defined  in the Credit  Agreement)  have
elected to terminate the Standstill  Period.  Upon termination of the Standstill
Period,  all  obligations  of the Debtors and  Non-Debtors  under  Section 4 and
Section 6 below shall immediately terminate.

     (b) By execution hereof by Lenders  constituting the Majority Banks and the
Agent, and, if and to the extent applicable, the Belgian Lending Bank, the Swing
Line  Bank and any  Issuing  Bank (as  such  terms  are  defined  in the  Credit
Agreement),  and upon  satisfaction  of the  conditions  set forth in  Section 5
below,  the Lenders hereby waive,  and this Agreement shall  constitute a waiver
of, pursuant to Section 13.05 of the Credit  Agreement,  all rights and remedies
(whether  pursuant  to the  Credit  Agreement,  or any  applicable  law) for the
enforcement,  collection or recovery of any of the  Guaranteed  Obligations  (as
defined  in  the  Credit  Agreement)  from  any of the  Non-Debtors  during  the
Standstill  Period other than with respect to valid Setoff Rights existing as of
the Petition Date.

     (c) By execution  hereof by Lenders  constituting  the Majority Banks,  the
Agent, and, if and to the extent applicable, the Belgian Lending Bank, the Swing
Line  Bank and any  Issuing  Bank (as  such  terms  are  defined  in the  Credit
Agreement) and Owens Corning,  and upon satisfaction of the conditions set forth
in Section 5 below,  this  Section  1(c) shall  constitute  an  amendment of the
Credit Agreement pursuant to Section 13.05 of the Credit Agreement,  whereby the
Lenders  acknowledge  and  agree  that,  except as  expressly  set forth in this
Section  1(c),  OCSA,  SPRL and the Alcopor  Related  Entities have no liability
under the Credit  Agreement,  and, except as expressly set forth in this Section
1(c), the Lenders hereby  unconditionally and absolutely release,  discharge and
waive all  actions,  causes of action,  claims,  damages,  rights  and  remedies
relating to the Credit  Agreement,  now existing or hereafter  arising,  against
OCSA,  SPRL and the  Alcopor  Related  Entities,  and  each of their  respective
subsidiaries,  affiliates, predecessors, successors and assigns. Notwithstanding
the foregoing,  to the extent any Lender has asserted a right, whether under the
Credit  Agreement  or a  Bilateral  Facility,  to setoff or recoup  funds in the
accounts of OCSA,  SPRL and the Alcopor  Related  Entities,  which are currently
subject to an  administrative  freeze,  such  rights  shall be  preserved  until
resolved  pursuant to Section 2 below.  The  foregoing  amendment and release of
OCSA,  SPRL and the Alcopor  Related  Entities  for  liability  under the Credit
Agreement shall survive the termination of this Agreement.
<PAGE>

     (d)  Notwithstanding  anything to the contrary set forth in this  Agreement
(saving  and   excepting   Section  1(c)  above),   and  without   limiting  the
applicability  of the  foregoing,  no Lender will be (i)  affected or in any way
limited in its ability to terminate or close out any swap agreement,  repurchase
agreement or similar  transaction  with any  Non-Debtor;  (ii)  consenting to or
waiving  any  objection  to the  jurisdiction  of the Court over such  Lender or
Non-Debtor with respect to any dispute arising under a Bilateral  Facility or an
Excluded  Facility (as defined  below);  (iii) waiving any right to object to or
enforce its rights and remedies in respect of any plan of  reorganization;  (iv)
waiving any right to object to or enforce its rights and  remedies in respect of
any  order of the Court (or any other  court of  competent  jurisdiction)  which
would  seek to  affect  the  rights  of the  Agent  or any  Lender  against  any
Non-Debtor,  except as provided in Sections 1(b) and 1(c) above,  or (v) waiving
any  rights  that it may  have in the  event  that any  Non-Debtor  subsequently
commences a case under the Bankruptcy  Code or seeks relief under any comparable
bankruptcy or insolvency proceeding.

     (e) The rights of any party with  respect  to any claim  arising  under the
Credit  Agreement or any Bilateral  Facility  shall be preserved,  except to the
extent expressly modified by this Agreement.  No payments pursuant to Sections 3
and 4 below shall in any way be recharacterized  as, or reduce the claims of any
Lender  against any Debtor or Non-Debtor  for,  principal or interest  under the
Credit Agreement or any Bilateral Facility.

     (f) Any other credit facility between any Lender and any Non-Debtor that is
not included on Exhibit C hereto (each an "Excluded  Facility") is excluded from
the scope of this Agreement and will not be affected  hereby or by the Order (as
defined below).

                  SECTION 2. Setoff  Rights.
                             --------------

     Lenders,  Debtors, and Non-Debtors will each provide information reasonably
requested by any other to determine the validity of setoff or recoupment  rights
under the Credit  Agreement,  under any Bilateral  Facility or otherwise arising
under  applicable law ("Setoff  Rights"),  and agree to seek in good faith (and,
with  respect to the  Debtors,  in  consultation  with the  official  committees
appointed in the Cases under Section 1103 of the Bankruptcy Code  (collectively,
the "Committees")) to resolve all disputes regarding Setoff Rights no later than
July 2, 2001 (two weeks  before  the July  omnibus  hearing).  To the extent the
parties  that  hold a direct  interest  in any  funds  currently  subject  to an
administrative  freeze (with respect to any asserted  Setoff Right,  the "Setoff
Parties")  shall agree that a Setoff  Right with respect to such funds is valid,
upon  notice to the Agent  Lenders  will be  entitled  to  exercise  such Setoff
Rights.  To the extent that the Setoff  Parties agree that a Setoff Right is not
valid,  upon  notice to the  Agent,  Lenders  agree to  release  funds held with
respect to such asserted  Setoff Right to the  applicable  Debtor or Non-Debtor.
Pending  resolution of Setoff  Rights,  all  administrative  freezes  imposed in
accordance  with the TRO or any other  order of the Court  shall  remain in full
force  and  effect,  and all  parties'  rights  with  respect  thereto  shall be
preserved.  If the validity of any Setoff Right remains unresolved as of July 2,
2001 (or such later date agreed to by the Setoff  Parties),  the Setoff  Parties
each reserve the right to submit any such  dispute to the Court for  resolution,
and, in  accordance  with  Section 1(d) above,  all rights with respect  thereto
shall be  preserved.  In order to avoid  unnecessary  expense  for the  Debtors'
estates, Lenders agree that Debtors' and Non-Debtors' interests regarding Setoff
Rights may be represented by Debtors'  counsel,  and Lenders waive any rights to
object to such  representation  solely for such purpose (and solely on the basis
of potential  conflicts of interest between Debtors and  Non-Debtors;  all other
rights being expressly reserved).
<PAGE>

                  SECTION 3. Fees.
                             ----

     Upon execution of this Agreement by the Agent,  Chase  Manhattan  Bank, the
Majority Banks, and, if and to the extent applicable,  the Belgian Lending Bank,
the Swing  Line Bank and any  Issuing  Bank (as such  terms are  defined  in the
Credit  Agreement) and the  satisfaction of the conditions set forth in Sections
5(a) and (c) below,  Owens Corning  shall make (i) a payment of $3,000,000  (the
"Standstill  Fee") to the Agent for and on behalf of the Lenders  executing this
Agreement (each a "Participating  Lender" and collectively,  the  "Participating
Lenders"),  and each Participating  Lender shall receive (x) a pro rata share of
the Standstill Fee based upon such Participating Lender's outstanding commitment
under the  Credit  Agreement,  and (y) a pro rata  share of any  portion  of the
Standstill  Fee  remaining  after  payment is made pursuant to clause (x) above,
based upon such Participating  Lender's outstanding  commitment under the Credit
Agreement;  and (ii) a  payment  of  $200,000  to each of the  Agent  and  Chase
Manhattan  Bank,  in their  respective  capacities  as co-chairs of the Lenders'
steering  committee (the "Lenders'  Steering  Committee").

                  SECTION 4. Costs and Expenses.
                             ------------------

     Owens  Corning  will pay on written  request  (i) all  reasonable  fees and
expenses of the Agent incurred in connection with its participation in the Cases
or the  enforcement of any rights under the Credit  Agreement or Loan Documents,
including (x) reasonable attorneys' fees and disbursements, and (y) the fees and
disbursements  of a financial  advisor,  investment  banker or accounting  firm,
provided  that  the  fees and  disbursements  to be paid to any  such  financial
advisor, investment banker or accounting firm shall not exceed $1,250,000 in the
aggregate; (ii) all reasonable fees and expenses of any individual Participating
Lender  (other  than the  Agent)  that is one of the  current  members  (or that
replaces a current member) of the Lenders' Steering Committee in connection with
such  Participating   Lender's   participation  on  such  Committee,   including
reasonable  attorneys'  fees and  disbursements,  provided that the amount to be
paid to any such  Lender on  account  of such  attorneys'  fees shall not exceed
$15,000 per calendar year; (iii) all reasonable travel and related out-of-pocket
expenses of each Participating Lender in connection with meetings of Lenders and
related  matters under the Credit  Agreement;  and (iv) all reasonable  fees and
expenses incurred to date of any individual  Participating  Lender that is party
to a Bilateral  Facility (but solely to the extent so provided in such Bilateral
Facility), including reasonable attorneys' fees and disbursements, in connection
with the TRO and the enforcement of rights under such Bilateral Facility.

                  SECTION 5. Conditions of Effectiveness.
                             ---------------------------

     This  Agreement  shall become  effective only when, on or prior to June 30,
2001,  unless extended by mutual agreement  between Owens Corning,  on behalf of
the Debtors and  Non-Debtors,  and the Agent, on behalf of the Lenders,  (a) the
Agent notifies Owens Corning and its counsel that the Agent has given due notice
of this  Agreement to the Lenders in a manner  consistent  with Section 13.01 of
the Credit  Agreement,  (b) executed by the Agent,  Chase  Manhattan  Bank,  the
Majority Banks, and, if and to the extent applicable,  the Belgian Lending Bank,
the Swing  Line Bank and any  Issuing  Bank (as such  terms are  defined  in the
Credit  Agreement),  the  Debtors  and the  Covered  Non-Debtors,  (c) an  order
acceptable  in form and  substance  to the Agent shall have been  entered by the
Court (i)  terminating  the TRO with  respect to the  Participating  Lenders and
dismissing  the Adversary  Proceeding,  without  prejudice,  with respect to the
Participating  Lenders'  rights and remedies under (x) the Credit  Agreement and
Loan Documents, and (y) the Bilateral Facilities;  (ii) approving this Agreement
and the payments  contemplated  hereunder;  and (iii) lifting the automatic stay
solely to permit the  exercise of Setoff  Rights  pursuant to Section 2 above by
the Lenders with respect to the Debtors (the "Order"), and the Order shall be in
full  force and  effect  and shall not have been  stayed,  reversed,  rescinded,
modified, vacated or amended in any respect, (d) an order, in form and substance
reasonably  acceptable  to the  Agent,  shall  have  been  entered  by the Court
authorizing,  among other  things,  the  maintenance  of certain  existing  bank
accounts,  the use of a modified cash management system, and, subject to certain
conditions,  the transfer of funds between  Debtors and Non-Debtors (as amended,
the "Cash Management  Order") and (e) the payments described in Section 3 above,
and all fees and expenses  (including fees and  disbursements of counsel) of the
type  described  in Section 4 above  incurred by the Agent or any  Participating
Lender from the commencement of the Cases,  shall have been paid. Debtors hereby
agree to use  reasonable  best  efforts to obtain  approval  of the  Order.  All
motions and other  documents filed with and submitted to the Court in connection
with the Order  shall in form and  substance  be  reasonably  acceptable  to the
Agent.
<PAGE>

                  SECTION 6. Affirmative and Negative Covenants.
                             ----------------------------------

     All  affirmative  and  negative  covenants  set forth in  Article 7 of that
certain  Post-Petition Credit Agreement dated as of December 8, 2000 among Owens
Corning and the subsidiaries of Owens Corning named therein, as borrowers,  Bank
of America,  N.A.,  as agent  ("BofA"),  and the lenders named therein (the "DIP
Loan  Agreement")  are hereby  incorporated  by  reference as if fully set forth
herein, mutatis mutandis; except that the term "Other Subsidiary" (as defined in
the DIP Loan  Agreement)  shall for purposes of this  Agreement  apply solely to
Covered  Non-Debtors.  Except as  expressly  set forth in Section 6(l) below any
amendment  to any  provision  of  Article 7 of the DIP Loan  Agreement  shall be
deemed to be an amendment to this Agreement, and any waiver by BofA with respect
to any provision of Article 7 of the DIP Loan Agreement will be deemed to effect
a  waiver  with  respect  to this  Agreement.  In the  event  that  the DIP Loan
Agreement is terminated in accordance with Section 3.2 thereof and Owens Corning
from  time  to  time   becomes   subject   to  any   substitute   or   successor
debtor-in-possession  credit  agreement (the  "Successor Loan  Agreement"),  the
affirmative  and negative  covenants set forth in such  Successor Loan Agreement
shall be  substituted  for the covenants set forth in the DIP Loan Agreement and
are hereby  incorporated  by  reference  as if fully set forth  herein,  mutatis
mutandis.  Except as expressly  set forth in Section 6(l) below any amendment to
the covenants of such Successor  Loan Agreement  shall be deemed an amendment to
this Agreement,  and any waiver granted by the lenders under such Successor Loan
Agreement will be deemed to effect a waiver with respect to this Agreement.  If,
at any time,  neither the DIP Loan Agreement nor any Successor Loan Agreement is
in effect,  the  provisions of Article 7 of the DIP Loan  Agreement will survive
for purposes of this Agreement; in such event, the parties agree to negotiate in
good faith amendments or modifications proposed by any of them to the provisions
of Article 7 of the DIP Loan Agreement,  including applicable  schedules,  tests
and other allowances. Such negotiation shall be between Owens Corning, on behalf
of the Debtors and Covered Non-Debtors, and the Agent, on behalf of the Lenders.
In addition, for so long as this Agreement is in effect:

     (a) Owens  Corning and each Covered  Non-Debtor  shall deliver to the Agent
all pleadings, motions and other documents filed with a court in connection with
any action (i) to enforce any right or remedy  against  any  Covered  Non-Debtor
under  any  Bilateral  Facility  or  Excluded  Facility,  or  (ii)  which  could
reasonably  be expected  to have a material  adverse  effect on the  operations,
business,  properties,  conditions  (financial  or  otherwise)  of such  Covered
Non-Debtor or on the rights and remedies of the Lenders  against any  Non-Debtor
Guarantor (a "Material Adverse Effect").

     (b)  Debtors  shall  not make any  application  to the  Court  seeking  any
amendment to, or waiver of,  Paragraph 12 of the Cash  Management  Order without
the prior  approval  of the  Agent,  which  approval  shall not be  unreasonably
withheld.

     (c) Owens  Corning  shall give the Agent (i)  notice of any  failure by any
Covered Non-Debtor to make any payment when due (or to otherwise timely perform)
under any Bilateral  Facility,  (ii) copies of any notice provided under Section
5.3 of the DIP Loan  Agreement or any comparable  provision(s)  of any Successor
Loan  Agreement,  and (iii) copies of any  information  provided to the Official
Committee of Unsecured Creditors appointed in the Cases.
<PAGE>

     (d) Owens  Corning shall provide the Agent with (i) copies of all financial
information  furnished  under  Section  5.2 of the  DIP  Loan  Agreement  or any
comparable provision(s) of any Successor Loan Agreement,  and (ii) copies of the
annual and quarterly unaudited  financial  statements for IPM and its direct and
indirect  subsidiaries on a consolidated  and  consolidating  basis, on the same
basis as those  furnished  under  Sections  5.2(a)  and  5.2(c)  of the DIP Loan
Agreement  or any  comparable  provision(s)  of any  Successor  Loan  Agreement,
together  with such other  financial  information  with  respect to the  Covered
Non-Debtors as may be reasonably requested by the Agent.

     (e) No Covered  Non-Debtor shall create,  incur,  assume or permit to exist
any Lien (as defined under the DIP Loan  Agreement) on any property now owned or
hereafter  acquired by any of them, except for (i) Liens that would constitute a
Permitted Lien if incurred,  created or assumed by a Borrower under the DIP Loan
Agreement or any comparable  provision(s) of any Successor Loan Agreement,  (ii)
Liens, if any, in effect as of the date of this Agreement,  (iii) Liens securing
Capital  Leases and purchase  money Debt (as each term in defined  under the DIP
Loan  Agreement) as permitted under Section 7.12(c) of the DIP Loan Agreement or
any  comparable  provision(s)  of any Successor Loan  Agreement,  and (iv) Liens
granted  upon  the  written  consent  of  the  Agent  (such  consent  not  to be
unreasonably withheld).

     (f) No  Covered  Non-Debtor  shall  declare  or pay any  Distributions  (as
defined  in the DIP Loan  Agreement),  except  (i)  Distributions  to any  other
Covered   Non-Debtor  and  (ii)  the  acquisitions  of  shares  of  the  Covered
Non-Debtors' stock pursuant to any compensation or benefit plan. Notwithstanding
the foregoing,  nothing set forth in this Section 6(f) shall be deemed to affect
any transfers  between Debtors and Non-Debtors  made in accordance with the Cash
Management Order.

     (g) Debtors' and Covered  Non-Debtors'  senior management and professionals
agree to be available  to meet or speak with the Agent or the Lenders'  Steering
Committee upon reasonable notice.

     (h) No Covered  Non-Debtor  shall  voluntarily  prepay any Debt (as defined
under the DIP Loan  Agreement)  except  as would be  permitted  if such  Covered
Non-Debtor  were a Borrower  in  accordance  with  Section  7.13 of the DIP Loan
Agreement (or any comparable provisions of any Successor Loan Agreement). Solely
for purposes of this Section 6(h), each Covered Non-Debtor shall be considered a
Borrower (as defined under the DIP Loan Agreement) under the DIP Loan Agreement.

     (i) No Covered  Non-Debtor  shall make any capital  expenditures  except as
permitted under the Cash Management Order.
<PAGE>

     (j) (1) The Covered Non-Debtors shall not merge, consolidate,  sell or take
any other  corporate  action which may  otherwise be  permitted  under  Sections
7.8(iii), (iv), (viii), and (x) of the DIP Loan Agreement, as applied herein, or
any comparable  provision(s) of any Successor Loan Agreement,  without the prior
approval  of the  Agent,  which  approval  shall not be  unreasonably  withheld.
Notwithstanding  the foregoing,  the Covered  Non-Debtors  may take (i) any such
action approved by the Agent,  (ii) any action  permitted under Sections 7.8(i),
(ii), (v), (vi), and (vii) of the DIP Loan Agreement,  as applied herein, or any
comparable  provision(s) of any Successor Loan  Agreement,  and (iii) any action
permitted under Section 7.8(ix) of the DIP Loan Agreement, as applied herein, or
any comparable  provision(s) of any Successor Loan  Agreement,  provided that in
the  case of any  action  referred  to in (iii)  above,  such  action  is in the
ordinary course of business and is not inconsistent with past business practices
(each a "Permitted Action"). Nothing in this Section 6(j) shall affect the right
of any Lender to object to any Permitted Action in the Cases.  Following payment
of  all  obligations,  the  net  proceeds  from  any  sale,  transfer  or  other
disposition of assets  permitted  hereunder may not be used except in accordance
with Paragraph 12 of the Cash  Management  Order.  Lenders,  consistent with the
provisions of this Section 6(j), shall execute and deliver to Owens Corning such
documents and agreements or take such action,  including,  without limitation, a
release of any obligations under this Agreement,  as may be reasonably  required
to carry out the Permitted Action.

     (2)  Notwithstanding  anything to the contrary set forth in this Agreement,
with respect to any action outside of the ordinary  course of business  proposed
to be taken by the Covered  Non-Debtors,  the Debtors shall seek Court  approval
for such  non-ordinary  course action to the extent that Court approval would be
required  before such action could be taken if and to the extent the  Non-Debtor
Guarantors were operating under chapter 11 of the Bankruptcy  Code,  unless such
action is  approved  by the  Agent,  which  approval  shall not be  unreasonably
withheld.

     (k)  Debtors  and  Non-Debtor  Guarantors  undertake  to  conduct  business
operations with respect to the Covered  Non-Debtors in a manner  consistent with
their respective  fiduciary duties.  Owens Corning, on behalf of the Debtors and
Covered Non-Debtors,  will provide notice to the Agent of any material change in
pricing,  production,  royalties or customers from past ordinary course business
practices,  or of any other  material  change in the business  operations of the
Covered  Non-Debtors of such a type or nature that would  reasonably be expected
to require  disclosure under  applicable  securities laws if IPM were a publicly
held company.

     (1) No  amendment  to, or waiver of, (i) any  provision of Article 7 of the
DIP Loan Agreement,  (ii) the definition of the terms "Debt", "Lien", "Permitted
Lien" or  "Distribution"  under the DIP Loan Agreement,  or (iii) any comparable
provision of any Successor  Loan  Agreement,  shall be effective with respect to
any Covered  Non-Debtor  for purposes of this Agreement  unless  approved by the
Agent, which approval shall not be unreasonably withheld.

                  SECTION 7. Events of Default.
                             -----------------

     The Agent shall, upon the request of the Lenders  constituting the Majority
Banks (as defined in the Credit Agreement),  terminate the Standstill Period (A)
after giving  twenty (20) days' prior  written  notice to Owens  Corning and its
counsel  upon the  occurrence  of (i) an attempt to enforce or take legal action
(including  obtaining a judgment) against any Covered Non-Debtor which action is
not stayed and could  reasonably be expected to have a Material  Adverse  Effect
with  respect  to  IPM   singularly,   or  against  the  Non-Debtor   Guarantors
collectively;  (ii) an Event of  Default  under  the DIP Loan  Agreement  or any
Successor Loan Agreement which has not been cured, waived or otherwise remedied;
(iii)  failure of any Covered  Non-Debtor to make any payment when due under any
Bilateral  Facility or  Excluded  Facility  which has not been cured,  waived or
otherwise  remedied and could  reasonably be expected to have a Material Adverse
Effect with  respect to IPM  singularly,  or against the  Non-Debtor  Guarantors
collectively;  (iv) a breach of any  contract or  agreement to which any Covered
Non-Debtor is a party involving  aggregate  consideration  payable to or by such
Covered Non-Debtor of $5,000,000 or more in any calendar year which has not been
cured,  waived or otherwise  remedied and could reasonably be expected to have a
Material  Adverse  Effect  with  respect  to  IPM  singularly,  or  against  the
Non-Debtor  Guarantors  collectively;  (v)  noncompliance  with any covenant set
forth in Section 6 above which has not been cured, waived or otherwise remedied;
or (vi)  noncompliance  with any provision of the Cash  Management  Order in the
form  as  approved  by  the  Agent  in   accordance   with  Section  5(d)  above
(notwithstanding  that such  noncompliance  may be effected with the approval of
the Court)  which has not been cured,  waived or  otherwise  remedied  and could
reasonably  be expected to have a Material  Adverse  Effect with  respect to IPM
singularly,  or against the Non-Debtor Guarantors collectively;  or (B) upon the
occurrence of (i) the  dismissal of any Case or the  conversion of any Case to a
case under  chapter 7 of the  Bankruptcy  Code; or (ii) the entry of an order of
the Court  appointing a responsible  officer or examiner  with  enlarged  powers
relating to the operation of the business of Owens Corning.
<PAGE>

                  SECTION 8. Limited Consent to Jurisdiction.
                             -------------------------------

     The Lenders and the Non-Debtors,  consent to and waive any objection to the
jurisdiction of the Court for the limited purpose of resolving  disputes arising
under this Agreement, provided that nothing set forth herein shall prejudice the
ability of any Debtor or Non-Debtor to argue that the Court has  jurisdiction to
resolve any disputes regarding the validity of Setoff Rights.

                  SECTION 9. Acknowledgment of Confidentiality.
                             ---------------------------------

     Each  Lender  hereby  acknowledges,  and  agrees  to remain  bound by,  the
confidentiality  provisions set forth in Section 13.04 of the Credit  Agreement,
provided that no disclosure  shall be made pursuant to Section  13.04(e)  unless
three (3)  business  days prior  written  notice  shall have been given to Owens
Corning and its counsel.

                  SECTION 10. Amendments and Waivers.
                              ----------------------

     No amendment or waiver of any provision of this  Agreement,  other than the
Bilateral  Facilities  listed on Exhibit C, which may be amended  pursuant to an
agreement among Owens Corning and the Lenders and Non-Debtors who are parties to
such Bilateral  Facilities,  and no consent with respect to any departure by any
Debtor or Non-Debtor therefrom, shall be effective unless the same is in writing
and signed by Lenders  constituting the Majority Banks (as defined in the Credit
Agreement),  and each Debtor and  Non-Debtor  whose interest will be effected by
such  amendment,  waiver  or  consent,  and then any such  amendment,  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

                  SECTION 11. Authority.
                              ---------

     Each individual executing this Agreement on behalf of any Lender, Debtor or
Non-Debtor,  respectively,  warrants  and  represents  that  he or she is  fully
authorized  to execute this  Agreement in the  capacities  listed herein and has
been duly  authorized by such Lender,  Debtor or  Non-Debtor,  respectively,  to
execute this Agreement. Additionally, the Agent warrants and represents that the
Agent,  the Majority Banks,  and, if and to the extent  applicable,  the Belgian
Lending  Bank,  the Swing  Line  Bank and any  Issuing  Bank (as such  terms are
defined in the Credit Agreement) have executed this Agreement.

                  SECTION 12. Successors and Assigns.
                              ----------------------

     This  Agreement  shall inure to the benefit  of, and be binding  upon,  the
parties  hereto and their  respective  successors,  assigns  and any other party
participating in any Lender's  interest  pursuant to Section 13.09 of the Credit
Agreement.
<PAGE>

                  SECTION 13. Notices.
                              -------

     All notices, demands, requests,  instructions or other communications to be
given under this  Agreement by any party to this Agreement to any other party to
this  Agreement  shall be in writing and shall be duly given (i) upon receipt if
personally delivered,  (ii) when sent if confirmed by telecopier,  or (iii) upon
receipt following deposit with an overnight courier to the respective  addresses
set forth below:


                  If to any Debtor or Non-Debtor, to:

                  Owens Corning
                  Owens Corning World Headquarters
                  One Owens Corning Parkway
                  Toledo, Ohio  43659
                  Attn: Steven J. Strobel
                  Telecopier No.: (419) 325-3730

                  with copies to:

                  Charles O. Monk, II, Esq.
                  Saul Ewing LLP
                  100 South Charles Street
                  Baltimore, MD  21201
                  Telecopier No.: (410) 332-8862

                  If to the Agent, to:

                  Credit Suisse First Boston
                  Eleven Madison Avenue
                  New York, NY  10010
                  Attn: Jan Kofol
                  Telecopier No.: (212) 325-0304

                  with copies to:

                  Mark Shapiro, Esq.
                  Shearman & Sterling
                  599 Lexington Avenue
                  New York, NY  10022
                  Telecopier No.: (212) 848-7179

                  If to any Lender, to the address set forth for such Lender on
                  the signature pages hereto, with a copy to the Agent and
                  counsel for the Agent.
<PAGE>

                  SECTION 14. Execution in Counterparts.
                              -------------------------

     This  Agreement  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement.  Delivery of an executed  counterpart
of a signature  page to this  Agreement  by  telecopier  shall be  effective  as
delivery of a manually executed counterpart of this Agreement.

                  SECTION 15.  Governing Law.
                               -------------

     This Agreement shall be governed by, and construed in accordance  with, the
laws of the State of New York.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.

                          Owens Corning, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          CDC Corporation, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory


                          Engineered Yarns America, Inc., a Debtor

                          By:_________________________
                             Name:
                             Title: Authorized Signatory


                          Falcon Foam Corporation, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Integrex, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Fibreboard Corporation, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Exterior Systems, Inc., a Debtor

<PAGE>

                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          INTEGREX Ventures LLC, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          INTEGREX Professional Services LLC, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          INTEGREX Supply Chain Solutions LLC, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          INTEGREX Testing Systems LLC, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          HOMExperts LLC, a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Jefferson Holdings, Inc., a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas Technology Inc.,
                          a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory
<PAGE>

                          Owens Corning HT, Inc., a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Overseas Holdings Inc., a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Remodeling Systems, LLC,
                          a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Soltech, Inc., a Debtor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          IPM, Inc., a Non-Debtor Guarantor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Fiberglas Sweden, Inc.,
                          a Non-Debtor Guarantor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Vytec Corporation, a Non-Debtor Guarantor


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          European Owens-Corning Fiberglas S.A.,
                          a Non-Debtor Borrower

<PAGE>

                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Canada Inc.,
                          a Non-Debtor Borrower and
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Capital Holdings I, Inc.,
                          a Consenting Subsidiary


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Capital Holdings II, Inc.,
                          a Consenting Subsidiary


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          LMP Impianti Srl, a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          OC (Belgium) Holdings, Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          OC Celfortec Inc., a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          O.C. Funding B.V.,
                          a Consolidated IPM Affiliate and
                          a Bilateral Affiliate

<PAGE>

                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Argentina Sociedad de Responsabilidad
                          Limitada, a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Composites Italia S.r.l.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas Deutschland GmbH,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas A.S. Limitada,
                          a Consolidated IPM Affiliate and
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas S.A.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Cayman Limited,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning South Africa (Pty) Ltd.,
                          a Consolidated IPM Affiliate

<PAGE>

                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning (Japan) Ltd.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning VF Holdings, Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning NRO Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Korea,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning (Singapore) Pte Ltd.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Espana SA,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Building Materials Espana, S.A.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas Espana, S.A.,
                          a Consolidated IPM Affiliate

<PAGE>

                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Australia Pty. Limited,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas France S.A.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Veil Netherlands B.V.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas Norway A/S,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning FSC, Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Holdings Limited,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning NRO II Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory
<PAGE>

                          EPS Holding AS, a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Engineered Pipe Systems, Inc.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Flowtite (Botswana) (Proprietary) Limited,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Flowtite Eksport AS,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Flowtite Offshore Services Ltd.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          NORSKE EPS BOT AS,
                          a Consolidated IPM Affiliate and
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Composites S.P.R.L.,
                          a Consolidated IPM Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory
<PAGE>

                          Alcopor Owens Corning (Jersey) Holding Ltd.,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning (UK) Holdings Limited,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Fiberglas UK Limited,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Alcopor UK Ltd.,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens Corning Polyfoam UK Limited,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          N.V. Owens Corning S.A.,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory
                                    (of successor in interest)

                          Owens Corning (India) Limited, a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

<PAGE>
                          Owens Corning Yapi Merkezi Boru Sanayi VeTicaret A.S.,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning (China) Investment Co., Ltd.,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning (Shanghai) Fiberglas Co. Ltd,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning (Guangzhou) Fiberglas Co. Ltd,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning (Nanjing) Foamular Board Co., Ltd.,
                             a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning (Anshan) Fiberglas Co. Ltd.,
                          a Bilateral Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Britinvest Limited,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Fiberglas (G.B.) Ltd.,
                          a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Owens-Corning Veil U.K. Ltd., a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Scanglas Ltd., a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Wrexham A.R. Glass Ltd., a Setoff Affiliate


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Credit Suisse First Boston


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Chase Manhattan Bank N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Arab Bank PLC


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Bank of America


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Bank of New York


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Bank One, N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Bank of Tokyo-Mitsubishi, Ltd.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Banque Nationale (BNP Paribas)


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Barclays PLC


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Bear, Sterns & Co. Inc.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          California Bank & Trust


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Chase Securities


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Citibank, N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Credit Agricole Indosuez


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Credit Industriel et Commercial


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Credit Lyonnais


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Dai-Ichi Kangyo Bank, Limited


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Dexia Bank


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Firstar Bank, N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Fleet National Bank


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Fortis (USA) Finance LLC


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Fuji Bank Limited


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          GE Capital Commercial Finance


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Goldman Sachs Credit Partners L.P.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          KBC Bank, N.V.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Kensington International Limited, Elliott
                           International Capital Advisors, Inc.
                           as Attorney-in-Fact


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Keybank National Association


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Kingstreet Capital Management L.L.C.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Lehman Commercial Paper Inc.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Mellon Bank N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Merril Lynch, Pierce, Fenner & Smith Inc.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Mitsubishi Trust and Banking Corporation


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Morgan Guaranty Trust Company of New York


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Natexis Banque


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Northern Trust Company


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Oaktree Capital Management, LLC


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Perry Principals


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          PNC Bank, National Association


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Redwood Master Fund Ltd.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Royal Bank of Canada


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Salomon Brothers Holding Company Inc.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          San Paolo Imi S.p.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          The Sanwa Bank, Limited


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Silver Oaks & Co. L.P.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Societe Generale


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Springfield Associates, LLC, Elliott
                            Associates, L.P., as Managing Partner


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Standard Chartered Bank


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          STB Delaware Funding Trust I


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Suntrust Bank


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Toronto Dominion (Texas), Inc.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Wachovia Bank, N.A.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory

                          Wells Fargo, National Association.


                          By:_________________________
                             Name:
                             Title: Authorized Signatory